[Form 4] Enterprise Bancorp Inc. Insider Trading Activity

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing Contingent Income Auto-Callable Securities linked to lululemon athletica (LULU) common stock, maturing 13 Aug 2026. The notes pay a 13.00% p.a. contingent coupon (accruing monthly) only if LULU’s closing level on the relevant observation date is at or above the Coupon Barrier = 60% of the Initial Level. Beginning six months after issuance, the issuer will automatically redeem the notes on any monthly determination date when LULU is at or above the Call Threshold = 100% of the Initial Level, returning par plus the current coupon.

If the notes are not auto-called, principal is protected down to the Downside Threshold = 60% of the Initial Level. A finish below this level exposes investors to a 1-for-1 loss of principal, as illustrated by the hypothetical table (e.g., -41% underlier return ⇒ $590 payout).

Key structural details: Initial Pricing 10 Jul 2025; Final Observation 10 Aug 2026; CUSIP 61778NFZ9. The estimated value is $964.50 (≈3.5% below the $1,000 issue price), reflecting distribution, hedging and structuring costs. The notes are unsecured, unsubordinated obligations of Morgan Stanley Finance LLC and are not exchange-listed, exposing holders to issuer credit risk and limited liquidity. Prospective investors should review the accompanying preliminary pricing supplement for full risk factors, tax considerations, and historical LULU performance.

Positive

• 13% contingent coupon provides high income potential relative to current market yields.
• 40% downside buffer shields principal unless LULU closes below 60% of its initial level at maturity.
• Monthly auto-call feature allows early principal return if LULU holds or appreciates.

Negative

• No guaranteed return of principal; investors participate fully in losses once the 60% threshold is breached.
• Coupon payments are conditional—no income is received for any month when LULU is below the barrier.
• Issuer credit risk; securities are unsecured obligations of Morgan Stanley Finance LLC.
• Estimated value is $964.50, meaning investors pay a premium at issuance.
• No exchange listing may lead to limited secondary market liquidity and wider bid-ask spreads.

Insights

Structured-Products Analyst

TL;DR: High 13% coupon with 40% buffer, but principal loss below 60% and full issuer credit risk.

The note offers an above-market 13% annual coupon contingent on LULU closing ≥60% of its initial level each month. The 40% downside buffer and monthly auto-call at par provide conditional protection and potential early exit. However, investors face several material drawbacks: (i) coupon deferral when LULU trades below the barrier, (ii) uncapped downside participation if the stock finishes <60%, (iii) an issue price premium of ≈3.5% to estimated value, and (iv) reliance on Morgan Stanley’s creditworthiness with no exchange listing to provide liquidity. The product suits yield-seeking investors with a moderately bullish to sideways view on LULU over the next 13–25 months and tolerance for equity and credit risk. From a Morgan Stanley equity perspective, the issuance is routine and impact neutral to the firm’s financials.

Risk Analyst

TL;DR: Significant contingent risks—coupon not fixed, principal vulnerable, liquidity limited.

Investors must recognize three primary risk vectors: (1) Market Risk: a single-stock underlier concentrates exposure; volatile apparel equities like LULU can breach the 60% barrier quickly. (2) Credit & Liquidity Risk: unsecured MS obligations with no listing; any widening in MS credit spreads or market stress could depress secondary pricing well below theoretical value. (3) Valuation Risk: the $964.50 estimated value confirms an implied 3.5% placement concession, locking in a mark-to-market deficit at inception. Collectively, the structure is appropriate only for diversified portfolios that can absorb potential total loss of principal.

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^*

Szablak Chester J JR

(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		1,237	D	$39.64	39,471.4078(1)	D
Common Stock	07/01/2025		D		39,471.4078	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)	$21.68	07/01/2025		D			571	(3)	03/14/2026	Common Stock	571	(3)	0	D
Option (Right to Buy)	$34.33	07/01/2025		D			375	(3)	03/20/2028	Common Stock	375	(3)	0	D
Option (Right to Buy)	$30.46	07/01/2025		D			397	(3)	03/21/2027	Common Stock	397	(3)	0	D
Option (Right to Buy)	$29.84	07/01/2025		D			519	(3)	03/19/2029	Common Stock	519	(3)	0	D
Option (Right to Buy)	$28.22	07/01/2025		D			537	(3)	03/17/2030	Common Stock	537	(3)	0	D
Stock Option (Right to Buy)	$32.73	07/01/2025		D			376	(3)	03/15/2031	Common Stock	376	(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 as attorney-in-fact for Chester J. Szablak, Jr.	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 contingent coupon rate on Morgan Stanley’s LULU auto-callable securities?

The notes pay a 13.00% per annum coupon, accrued and paid monthly if LULU’s closing level is ≥60% of its initial level on the relevant observation date.

When can the securities be automatically redeemed?

Starting six months after issuance, the notes are auto-called on any monthly determination date when LULU’s closing level is ≥100% of the initial level.

What happens if LULU falls below the 60% downside threshold at maturity?

If the final level is <60%, investors suffer a 1-for-1 loss of principal equal to the underlier’s percentage decline (e.g., −41% ⇒ $590 payout).

Are the securities principal protected?

No. Principal is only conditionally protected; full repayment occurs only if LULU stays at or above 60% of its initial level at maturity or if the notes are auto-called.

What is the pricing and maturity timeline for these notes?

Pricing is expected on 10 Jul 2025; final observation on 10 Aug 2026; maturity (if not earlier redeemed) on 13 Aug 2026.

How does the estimated value compare to the issue price?

The estimated value is $964.50 per $1,000 note (±$35), reflecting distribution and hedging costs embedded in the issue price.