[S-8 POS] Enterprise Bancorp Inc. SEC Filing

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering $778,000 principal amount of Auto Callable Buffered Return Enhanced Notes linked to the Nasdaq-100 Index (NDX). The notes price at $1,000 per unit (minimum $1,000 denominations) and settle on or about July 2 2025. They mature on July 1 2027 unless automatically called on the single Review Date (July 6 2026). JPMorgan Chase & Co. fully and unconditionally guarantees the issuer’s obligations.

Key economic terms

• Call feature: Automatically called if the Index closing level on the Review Date is at or above the Call Value (100 % of the Initial Value). If called, investors receive $1,000 + $120.50 per note (12.05 % gross return) on the Call Settlement Date (July 9 2026).
• Upside at maturity: If not called and the Final Value > Initial Value, payoff = $1,000 + 1.25 × Index Return.
• Principal buffer: Protection against the first 15 % decline in the Index. Below that, investors lose 1 % of principal for every 1 % drop beyond the 15 % Buffer Amount, exposing up to 85 % total loss.
• Initial Value: 22,534.20 (NDX close on June 27 2025).
• Estimated value: $993.80 per $1,000 note, below the issue price due to selling commissions ($3.50 per note) and hedging/structuring costs.
• Fees: JPMS receives the full $3.50 selling commission and will re-allow it to dealers; net proceeds to the issuer are $996.50 per note.
• Credit risk: Unsecured, unsubordinated obligations of JPMorgan Chase Financial Company LLC, guaranteed by JPMorgan Chase & Co.

Illustrative performance: Hypothetical tables show a maximum automatic-call return of 12.05 % after ~1 year, an uncapped leveraged upside of 1.25× at maturity if the Index rises and the notes are not called, full return of principal for Index declines up to 15 %, and step-down losses thereafter (e.g., 60 % Index drop ⇒ 45 % note loss).

Risk highlights

• No periodic coupons or dividends.
• Early call limits upside; investors forego the 1.25× leverage if notes are called.
• Secondary market is limited; notes are not exchange-listed, and any JPMS bid will likely be below issue price.
• Product exposes investors to issuer and guarantor creditworthiness and to equity market volatility.
• Estimated value is below issue price, and secondary prices will reflect additional internal funding adjustments.

The filing is a Rule 424(b)(2) pricing supplement to existing shelf documents (product supplement 4-I, prospectus, prospectus supplement and addendum). Investors should review the extensive “Risk Factors,” tax considerations (open-transaction treatment, Section 871(m) assessment) and historical Index data before investing.

Positive

• Upside leverage of 1.25× on Nasdaq-100 gains at maturity if not called, offering uncapped appreciation potential.
• 15 % downside buffer protects principal against moderate market declines.
• Automatic call premium of 12.05 % delivers a defined return in roughly one year if the Index is flat or higher.
• Full guarantee by JPMorgan Chase & Co., a highly rated financial institution.

Negative

• Up to 85 % principal loss if the Index falls more than 15 % and notes are not called.
• Early call feature caps upside; investors forgo 1.25× leverage once called.
• No interest or dividend income throughout the term.
• Notes are not exchange-listed, limiting secondary-market liquidity and likely resulting in pricing discounts.
• Estimated value ($993.80) is below issue price, reflecting embedded fees and hedging costs.

Insights

Structured Products Analyst

TL;DR Short-dated, equity-linked note offers 12.05 % callable return or 1.25× leveraged upside, buffered downside to –15 %, with material credit and liquidity risks.

Perspective: This $0.8 million issuance is immaterial to JPMorgan’s balance sheet but relevant for retail investors seeking packaged equity exposure.
Payoff profile: Investors trade dividend income and liquidity for a defined 12.05 % one-year premium or uncapped 1.25× participation over two years. The single observation call date means upside is truncated if the Nasdaq-100 rallies early, and leverage applies only if the index appreciates after the call window.
Risk/return: A 15 % buffer is modest given NDX volatility; historical data show multiple 20–30 % drawdowns within similar horizons. Combined with the 85 % maximum loss, the note suits opportunistic but loss-tolerant investors.
Credit overlay: Although JPMorgan is Aa2/AA- rated, note holders remain unsecured. In stress environments, credit-spread widening can depress secondary prices even if the Index performs.

Portfolio Manager – Multi-Asset

TL;DR Niche instrument adds tactical Nasdaq-100 exposure; limited size, callable feature, and illiquidity make it unsuitable for core portfolios.

For asset allocators, these notes may complement tactical trades when implied Nasdaq volatility is high and short-term upside is expected. However, automatic call risk complicates portfolio hedging, and lack of coupons reduces carry. With only $778 k issued, institutional investors cannot achieve scale, and bid/offer spreads are likely wide. Given comparable risk/return can be obtained via listed options or ETFs with better liquidity, the product is neutral to most portfolio strategies.

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

Registration No. 333-256003

Registration No. 333-213799

Registration No. 333-184089

Registration No. 333-159006

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

 FORM S-8

REGISTRATION STATEMENT NO. 333-256003

REGISTRATION STATEMENT NO. 333-213799

REGISTRATION STATEMENT NO. 333-184089

REGISTRATION STATEMENT NO. 333-159006

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)

Enterprise Bancorp, Inc. 2016 Stock Incentive Plan, as amended

Enterprise Bancorp, Inc. 2009 Stock Incentive Plan, as amended

(Full titles of the plans)

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)

 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

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) filed by Enterprise Bancorp, Inc., a Massachusetts corporation (the “Company” or “Enterprise”) to the following Registration Statements on Form S-8 (each a “Registration Statement,” and collectively, the “Registration Statements”) filed by Enterprise with the U.S. Securities and Exchange Commission (the “Commission”) deregisters any and all shares of common stock of Enterprise, par value $0.01 per share (the “Common Shares”) that were registered for issuance under the Registration Statements and that remain unsold under the Registration Statements (note that the Common Share numbers listed below do not take into account any applicable corporate actions, such as stock splits, that may have been taken in the interim):

•                  Registration Statement on Form S-8 (No. 333-256003), which was filed with the Commission on May 11, 2021, pertaining to the registration of 400,000 Common Shares issuable under the Enterprise Bancorp, Inc. 2016 Stock Incentive Plan, as amended.

•                  Registration Statement on Form S-8 (No. 333-213799), which was filed with the Commission on September 26, 2016, pertaining to the registration of 350,000 Common Shares issuable under the Enterprise Bancorp, Inc. 2016 Stock Incentive Plan, as amended.

•                  Registration Statement on Form S-8 (No. 333-184089), which was filed with the Commission on September 25, 2012, pertaining to the registration of 475,000 Common Shares issuable under the Enterprise Bancorp, Inc. 2009 Stock Incentive Plan, as amended.

•        Registration Statement on Form S-8 (No. 333-159006), which was filed with the Commission on May 11, 2021, pertaining to the registration of 400,000 Common Shares issuable under the Enterprise Bancorp, Inc. 2009 Stock Incentive Plan, as amended.

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, Enterprise and Enterprise Bank and Trust Company, a wholly-owned subsidiary of Enterprise, Enterprise merged with and into Independent, with Independent as the surviving entity (the “Merger”).

In connection with the Merger, Enterprise 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 including the Registration Statements. Accordingly, pursuant to the undertakings made by Enterprise in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, Independent, as the successor to the Company, hereby removes from registration any and all securities registered but unsold under each of the Registration Statements as of the date hereof. Each of the Registration Statements is hereby amended, as appropriate, to reflect the deregistration of such securities.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the above-referenced 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

*    Pursuant to Rule 478 under Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement.

FAQ

What is the potential return if the Nasdaq-100 rises on the July 6 2026 Review Date?

If the Index closes at or above the Initial Value, the notes are automatically called and pay $1,120.50 per $1,000 note (12.05 % return).

How does the 15 % buffer protect my principal?

At maturity, if the notes are not called and the Index is down up to 15 %, you still receive 100 % of principal; losses begin only beyond that point.

What happens if the Nasdaq-100 declines 30 % by the Observation Date?

You would receive $850 per $1,000 note (15 % buffer protects the first 15 %, remaining 15 % is deducted from principal).

Are the notes liquid?

They are not listed; any sale depends on JPMS’s willingness to buy and will likely be below the issue price.

Why is the estimated value lower than the $1,000 issue price?

The $993.80 estimate excludes selling commissions and hedging/structuring costs embedded in the public offering price.

How are the notes taxed for U.S. investors?

Counsel views them as open transactions; gains should be long-term capital if held >1 year, but IRS could challenge this treatment.