[Form 4] Enterprise Bancorp Inc. Insider Trading Activity

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering $6.083 million of Digital Buffered Notes linked to the S&P 500 Index (SPX), maturing 15 July 2026. The notes are unsecured, unsubordinated obligations of the issuer and are fully and unconditionally guaranteed by JPMorgan Chase & Co. Minimum investment is $10,000, with integral multiples of $1,000 thereafter.

Return profile

• Contingent Digital Return: 7.30% ($73 per $1,000) paid at maturity if the S&P 500 closing level on the valuation date is ≥ the initial level (6,173.07) or is down by ≤ the 15% buffer.
• Buffer amount: 15% downside protection. Below this threshold, losses accelerate at a 1.17647× leverage. A 30% index decline equates to a 35.29% capital loss.
• Maximum gain: capped at 7.30% regardless of index appreciation.

Key dates

• Pricing date: 27 June 2025
• Settlement: on or about 2 July 2025
• Valuation date: 10 July 2026 (subject to adjustment)
• Maturity: 15 July 2026

Pricing & fees

• Issue price: $1,000
• Selling commissions: $10 (1%) per note
• Net proceeds: $990 per note
• Estimated value: $987.40 (reflects internal models, funding spread and hedging costs, and is below the issue price)

Risk highlights

• No periodic coupons, dividends or voting rights.
• Credit exposure to both the issuer and the guarantor.
• Secondary market is expected to be limited; JPMS is not obligated to make a market.
• Maximum upside is relatively low versus potential downside beyond the 15% buffer.
• Tax treatment relies on "open transaction" characterization; IRS could challenge, creating uncertainty.

Suitability

The notes may appeal to investors who (1) have a moderately bullish or range-bound view on the S&P 500 over the next 12½ months, (2) are comfortable with JPMorgan credit exposure, and (3) accept the trade-off of limited upside and enhanced downside beyond a 15% buffer in exchange for a predefined 7.30% return.

Positive

• 7.30% fixed return achievable over ~12.5 months if the S&P 500 is flat or within a 15% decline range.
• 15% downside buffer provides partial principal protection versus moderate market pullbacks.
• Full guarantee by JPMorgan Chase & Co., one of the highest-rated global banks.

Negative

• Upside capped at 7.30%, materially below historical S&P 500 annualized returns.
• Leveraged losses (1.17647×) beyond the 15% buffer can rapidly erode capital.
• Estimated value ($987.40) is below issue price, indicating immediate economic drag from fees and hedging costs.
• No listing and limited secondary market expose holders to liquidity risk and potentially wide bid-ask spreads.
• Complex tax treatment and possibility of adverse IRS recharacterization create additional uncertainty.

Insights

Structured Products Analyst

TL;DR: Small $6 M issuance offers 7.3% capped upside with 15% buffer; credit-linked, illiquid, modest risk/reward—impact on JPM immaterial.

The product is a short-dated digital buffered note wrapping S&P 500 exposure. Investors gain a fixed 7.30% if the index is flat to +∞ or down ≤15%. Beyond the buffer, losses are leveraged 1.17647×, meaning a 25% index drop triggers roughly a 29.4% capital loss. Compared with a 1-year U.S. Treasury (≈5%), the incremental 2.3 percentage points hardly compensates for credit and equity risk. The issuance size is de-minimis relative to JPMorgan’s balance sheet, so corporate-level impact is negligible. I view the instrument as a niche yield enhancement tool for sophisticated accounts rather than a market-moving event.

Credit & Liquidity Specialist

TL;DR: Unsecured note hinges on JPM credit; estimated value below offer, unlisted status curtails liquidity; neutral to mildly negative for buyers.

The note’s economics embed approximately 1.26% in fees (price – estimated value), plus unknown hedging margin. Investors face JPMorgan default risk for principal and return. While JPM’s AA-/A1 ratings mitigate default probability, any widening of credit spreads could erode secondary prices. Lack of exchange listing and sole JPMS market-making reduce exit flexibility; bid-offer concessions can exceed embedded yield. Overall, credit profile is solid, but structural features skew risk-reward against holders. From a portfolio perspective, the note is a tactical, not strategic, allocation.

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^*

LERNER JOSEPH C

(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)

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		28,979	D	(1)	0(2)	D
Common Stock	07/01/2025		D		8,250	D	(1)	0	I	By Family Limited Partnership

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 Joseph C. Lerner	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 is the maximum return on JPMorgan's Digital Buffered Notes (symbol VYLD)?

The maximum payment is $1,073 per $1,000 note, reflecting a 7.30% contingent digital return.

How much downside protection do the notes provide?

There is a 15% buffer; losses start only if the S&P 500 falls by more than 15% from the initial level.

What happens if the S&P 500 drops 30% by the valuation date?

Investors receive about $823.53 per $1,000 note, a loss of roughly 17.65%, due to the 1.17647× downside factor.

Are the notes insured or secured by collateral?

No. The notes are unsecured, unsubordinated obligations of JPMorgan Chase Financial and rely on JPMorgan Chase & Co.'s guarantee.

Will the notes pay any coupons or dividends before maturity?

No periodic interest or dividend payments are made; all return (if any) is delivered at maturity.