[Form 4] Enterprise Bancorp Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview: Executive Vice-President Susan Covey reported the automatic vesting and disposition of her entire equity position in Enterprise Bancorp, Inc. (EBTC) on 07/01/2025, the effective date of the previously announced merger with Independent Bank Corp. (INDB) and Rockland Trust Company.

• Common stock: 1,099 shares withheld for taxes (Code F) at an implied $39.64 per share and 13,501.0859 shares disposed (Code D) pursuant to the merger consideration of $2.00 cash + 0.60 INDB shares for each EBTC share.
• Options: Seven tranches (total 2,932 options) with strike prices ranging from $21.86 to $38.58 were cancelled for cash (Code D). Each option was paid out in cash equal to the excess of the $39.64 per-share cash equivalent consideration over its exercise price, net of withholding taxes.
• Post-transaction holdings: Covey now reports 0 EBTC shares or options, indicating complete exit from EBTC securities following the merger.
• Merger mechanics: All unvested restricted stock vested, and every EBTC share converted into merger consideration as stipulated in the 12/08/2024 Merger Agreement.

Investor relevance: The filing confirms that (1) the merger has closed and consideration has been distributed, and (2) insiders have no remaining EBTC equity. Because the transaction terms were publicly disclosed in 2024, the filing is largely procedural and carries limited incremental market impact.

Positive

• Merger completion confirmed: Filing provides regulatory evidence that the EBTC–INDB merger has closed and consideration was delivered.
• Option cancellation removes dilution: 2,932 employee stock options were settled in cash, eliminating potential share overhang for the acquirer.

Negative

• Insider no longer aligned: Key executive holds zero EBTC equity post-transaction, though this is typical in a change-of-control scenario.

Insights

Corporate Governance Analyst

TL;DR – Procedural insider disposition; confirms merger closing, limited new information.

The Form 4 documents complete conversion of Ms. Covey’s equity into cash and INDB shares under the merger. Such filings are required but do not signal sentiment on future performance. From a governance standpoint, automatic vesting of unvested awards is standard in change-of-control events and does not raise red-flag concerns. The insider now holds no EBTC securities, consistent with the company’s dissolution into INDB. Overall, neutral for existing EBTC holders (who already received consideration) and current INDB investors (who priced in deal economics at announcement).

M&A Specialist

TL;DR – Filing evidences deal consummation; operationally positive but already priced.

The reported share and option cash-outs indicate that all conditions precedent were met and the merger consideration was paid. The per-share cash equivalent ($39.64) is in line with earlier proxy estimates, suggesting no purchase-price adjustments. Cancellation of 2,932 options removes potential dilution for INDB, a modest post-deal benefit. However, because the transaction closed on the same date, the market should have already reflected these facts. I therefore classify the impact as non-material for valuation purposes.

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^*

Covey Susan

(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		1,099	D	$39.64	13,501.0859(1)	D
Common Stock	07/01/2025		D		13,501.0859	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)	$21.86	07/01/2025		D			522	(3)	03/14/2026	Common Stock	522	(3)	0	D
Option (Right to Buy)	$30.46	07/01/2025		D			364	(3)	03/20/2027	Common Stock	364	(3)	0	D
Option (Right to Buy)	$34.33	07/01/2025		D			344	(3)	03/19/2028	Common Stock	344	(3)	0	D
Option (Right to Buy)	$29.84	07/01/2025		D			475	(3)	03/18/2029	Common Stock	475	(3)	0	D
Option (Right to Buy)	$28.22	07/01/2025		D			491	(3)	03/16/2030	Common Stock	491	(3)	0	D
Option (Right to Buy)	$32.73	07/01/2025		D			345	(3)	03/15/2031	Common Stock	345	(3)	0	D
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.

	/s/ Joseph R. Lussier as attorney-in-fact for Susan Covey	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 did EBTC shareholders receive at closing?

Each EBTC share converted into $2.00 cash plus 0.60 shares of Independent Bank Corp. common stock (cash in lieu of fractional shares).

How many EBTC shares did Susan Covey dispose of?

She disposed of 13,501.0859 shares and had 1,099 shares withheld for taxes.

Were Covey’s stock options exercised?

No. 2,932 options were cancelled for a cash payout equal to the spread between the $39.64 cash equivalent and each option’s strike price.

Does the Form 4 indicate any remaining EBTC securities outstanding?

No. The insider now reports 0 shares and 0 options, signalling complete conversion under the merger.

Is this filing impactful for current INDB investors?

Impact is minimal; it confirms known terms and removes option overhang already reflected in the merger model.