[Form 4] Enterprise Bancorp Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing overview: Enterprise Bancorp, Inc. (EBTC) EVP & CFO Joseph R. Lussier reported the complete disposition of his equity in connection with the 07/01/2025 closing of the company’s merger with Independent Bank Corp. (“Independent”).

Key non-derivative transaction: 14,625.1015 shares of EBTC common stock were converted (Transaction Code D) into the agreed merger consideration – $2.00 in cash plus 0.60 shares of Independent common stock per EBTC share. Prior to conversion, 1,062 shares were withheld at an implied price of $39.64 (Code F) to satisfy tax obligations, leaving zero EBTC shares outstanding for the insider.

Derivative equity impact: Seven tranches of vested and unvested stock options (total 1,591 options, strike range $21.86–$38.58) were cashed out (Code D) for their intrinsic value, also reducing the insider’s option holdings to zero.

Mechanics of the merger:

• All unvested restricted shares automatically vested at the “Effective Time.”
• Each converted EBTC share received the stated cash/stock mix; fractional Independent shares were settled in cash.
• Option holders received a cash payment equal to the spread between the per-share cash equivalent consideration and the option’s exercise price, net of withholding taxes.

Following these transactions the reporting person no longer owns EBTC equity, signalling the completion of EBTC’s integration into Independent. No earnings or operational metrics were disclosed in this filing.

Insights

Securities Analyst

TL;DR: Insider’s Form 4 confirms merger close; EBTC equity converted, no shares/options remain.

The filing mechanically finalises Enterprise Bancorp’s acquisition by Independent Bank Corp. The CFO’s 14.6k shares and 1.6k options were fully converted to the agreed cash/stock terms, eliminating insider exposure to EBTC. Because the consideration mirrors previously announced deal terms, market impact is minimal; however, the document provides a definitive closing date (07/01/2025) and clarifies tax-related share withholding. Investors now look to Independent’s performance for value realisation.

M&A Specialist

TL;DR: Form 4 evidences consummation of merger and automatic acceleration of equity awards.

From a deal-process standpoint, this filing shows that the merger agreement’s equity-treatment provisions were executed precisely: (i) immediate vesting of restricted stock, (ii) cash-out of options at intrinsic value, and (iii) fixed cash/stock exchange ratio for common shares. The full divestiture of insider holdings removes any residual Section 16 reporting obligations for EBTC insiders. While not new information to arbitrageurs, it provides legal closure and supports final settlement calculations.

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^*

Lussier Joseph R

(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 & CFO

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		1,062	D	$39.64	14,625.1015(1)	D
Common Stock	07/01/2025		D		14,625.1015	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			189	(3)	03/14/2026	Common Stock	189	(3)	0	D
Option (Right to Buy)	$30.46	07/01/2025		D			132	(3)	03/20/2027	Common Stock	132	(3)	0	D
Option (Right to Buy)	$34.33	07/01/2025		D			187	(3)	03/19/2028	Common Stock	187	(3)	0	D
Option (Right to Buy)	$29.84	07/01/2025		D			347	(3)	03/18/2029	Common Stock	347	(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.

	/s/ Joseph R. Lussier	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 CFO Joseph Lussier’s shareholding?

The filing shows he disposed of 14,625.1015 EBTC shares on 07/01/2025 and now owns zero shares.

What is the merger consideration for Enterprise Bancorp (EBTC) shareholders?

Each EBTC share receives $2.00 in cash and 0.60 shares of Independent Bank Corp common stock.

Why were 1,062 shares reported under code “F”?

These shares were withheld at $39.64 per share to cover tax liabilities related to the vesting of restricted stock at the merger’s closing.

What happened to outstanding EBTC stock options?

Seven option grants totaling 1,591 options were cashed out for their intrinsic value, leaving the insider with no remaining options.

Did unvested restricted stock vest as part of the transaction?

Yes. All unvested restricted shares automatically vested in full at the merger’s Effective Time and were included in the merger consideration.