[POS AM] Enterprise Bancorp Inc. SEC Filing

Rhea-AI Filing Summary

The Bank of Nova Scotia (BNS) has filed a preliminary Rule 424(b)(2) pricing supplement for the issuance of Autocallable Contingent Buffered Return Enhanced Notes (Series A) linked to an equally weighted basket of seven U.S. equity securities (CEG, META, MRVL, MSFT, NVDA, VRT, VST).

Key structural terms

• Principal Amount: $1,000 per note; minimum investment $10,000.
• Tenor: roughly 24 months, settling 7 Jul 2025 and maturing 7 Jul 2027, unless automatically called.
• Automatic Call: If Basket Closing Value on 13 Jul 2026 ≥ 100% of Initial Basket Value, investors receive $1,162.50 per note (16.25% call premium) and the notes terminate.
• Participation Rate at Maturity: 125% of any positive basket performance if not called.
• Buffer: 20% downside buffer; below this, losses accelerate at 1.25×, exposing investors to up to 100% loss of principal.
• Listing: Unlisted; secondary liquidity only through market-making by affiliates.
• Credit: Senior unsecured obligations of BNS; payments subject to the bank’s credit risk and not insured by CDIC or FDIC.
• Initial Estimated Value: $933.02–$963.02 per $1,000, below the 100% issue price due to dealer margin, hedging and BNS’s internal funding rate.

Distribution & fees

• SCUSA will purchase at 100% and distribute through J.P. Morgan Securities (placement agent) earning 1.50% selling concession, waived for fiduciary accounts.
• Disclosure of potential market-making and associated conflicts under FINRA Rule 5121.

Risk highlights

• No periodic coupons; return entirely contingent on basket performance and/or autocall event.
• Investors face reinvestment risk if called after one year.
• Secondary market value expected to trade below issue price; liquidity dependent on SCUSA’s discretion.
• Complex tax treatment; Notes intended to be treated as prepaid derivatives, but IRS guidance uncertain.

Underlying basket skews toward high-growth, high-volatility technology and power names, increasing the probability of both large gains and deep drawdowns. Expected volatility informed a comparatively high 16.25% call premium and 20% buffer.

Overall, this filing introduces a high-risk, equity-linked structured product appealing to investors seeking enhanced upside and a defined call return, while accepting full issuer credit exposure and significant downside leverage.

Positive

• Attractive fixed call premium of 16.25% payable after ~12 months if basket closes ≥ initial level.
• 125% upside participation above initial basket level at maturity offers enhanced return potential versus direct equity exposure.

Negative

• Initial estimated value 3.7%–6.7% below issue price, indicating negative mark-to-market immediately after settlement.
• Unsecured credit exposure to BNS; principal at risk if the bank defaults.
• Downside leverage of 1.25× below a 20% buffer can erode principal rapidly, up to total loss.
• No listing and limited liquidity; resale value dependent on dealer market-making discretion.

Insights

Structured-Product Analyst

TL;DR – High-risk, equity-linked note offers 16.25% call upside and 125% participation but full credit and market risk.

The note’s asymmetric payoff mixes a modest fixed call premium with leveraged upside (1.25×) beyond year-two, offset by 1.25× leveraged losses below a 20% buffer. The 16.25% call premium is competitive for a one-year callable, reflecting the basket’s elevated implied volatility and the bank’s funding spread. The unlisted structure and initial value discount (~3.7%–6.7%) imply poor secondary liquidity and negative carry for early sellers. Credit risk is senior unsecured; BNS remains investment grade, but investors must price in tail risk. Overall impact to BNS shareholders is negligible; for note buyers, risk-reward is balanced yet speculative.

As filed with the Securities and Exchange Commission on July 1, 2025

Registration No. 333-273860

Registration No. 333-273842

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT No. 333-273860

REGISTRATION STATEMENT No. 333-273842

UNDER THE SECURITIES ACT OF 1933

ENTERPRISE BANCORP, INC.

(Independent Bank Corp., as successor by merger to Enterprise Bancorp, Inc.)

(Exact name of registrant as specified in its charter)

Massachusetts						04-3308902
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

c/o Independent Bank Corp.

Office Address:  2036 Washington Street, Hanover, Massachusetts 02339

Mailing Address:  288 Union Street, Rockland, Massachusetts 02370

(Address and Zip Code of Principal Executive Office)

Patricia M. Natale, Esq.

Executive Vice President and General Counsel

Independent Bank Corp.

2036 Washington Street, Hanover, Massachusetts 02339

(781) 878-6100

(Name, address, and telephone number,
including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o			Accelerated filer x
Non-accelerated filer o			Smaller reporting company o
			Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

EXPLANATORY STATEMENT – DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) filed by Enterprise Bancorp, Inc., a Massachusetts corporation (the “Company” or “Enterprise”), relates to each of the following Registration Statements on Form S-3 (each a “Registration Statement,” and collectively, the “Registration Statements”) filed by Enterprise with the U.S. Securities and Exchange Commission (the “Commission”):

•Registration Statement on Form S-3 (Registration No. 333-273860), which was filed with the Commission on August 9, 2023, as amended by Amendment No. 1, dated August 23, 2023, registering the issuance from time or time of up to $100,000,000 of debt securities, common stock, preferred stock, depositary shares, subscription rights and warrants of Enterprise.

•Registration Statement on Form S-3 (Registration No. 333-273842), which was filed with the Commission on August 9, 2023, as amended by Amendment No. 1, dated August 23, 2023, registering the issuance of up to 265,488 shares of common stock, par value $0.01 per share, of Enterprise registered for purchase under the Enterprise Bancorp, Inc. Dividend Reinvestment and Direct Stock Purchase Plan.

Effective on July 1, 2025, pursuant to that certain Agreement and Plan of Merger, dated December 8, 2024 (the “Merger Agreement”), by and among Independent Bank Corp. (“Independent”), Rockland Trust Company, a wholly-owned subsidiary of Independent (“Rockland Trust”), Enterprise and Enterprise Bank and Trust Company, a wholly-owned subsidiary of Enterprise (“Enterprise Bank”), Enterprise merged with and into Independent, with Independent as the surviving entity (the “Merger”).

In connection with the Merger, the Company is terminating any and all offerings and sales of its securities registered pursuant to its existing registration statements under the Securities Act of 1933, as amended (the “Securities Act”), including the Registration Statements. In accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unsold or unissued at the termination of the offering, Independent, as successor to the Company, hereby amends the Registration Statements by deregistering all securities that remain unsold or unissued under the Registration Statements as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant (as successor to Enterprise Bancorp, Inc.) certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockland, Commonwealth of Massachusetts, on this 1st day of July, 2025.  

INDEPENDENT BANK CORP. (as successor by merger to Enterprise Bancorp, Inc.)

By:

/s/ Patricia M. Natale

Name: Patricia M. Natale

Title: Executive Vice President and General Counsel

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 in reliance upon Rule 478 of the Securities Act.

FAQ

What is the maturity date of BNS’s Autocallable Contingent Buffered Notes?

July 7, 2027, unless the notes are automatically called one year earlier.

How much can I earn if the notes are automatically called?

You receive $1,162.50 per $1,000 note, representing a 16.25% call premium plus principal.

What happens if the basket falls more than 20%?

Losses accelerate at 1.25% for each 1% decline beyond the 20% buffer, up to 100% principal loss.

Is there any interest paid during the term?

No. The notes do not pay periodic coupons or interest.

Will the notes trade on an exchange?

No, they are unlisted; any liquidity relies on dealer market-making by Scotia Capital (USA) Inc.

Why is the initial estimated value below the issue price?

Dealer fees, hedging costs and BNS’s internal funding rate reduce estimated value to $933.02–$963.02 per $1,000.