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

Rhea-AI Filing Summary

Argo Blockchain plc (LSE: ARB; NASDAQ: ARBK) released a Form 6-K detailing the voting results of its adjourned Annual General Meeting held on 1 July 2025. Shareholders approved all ten ordinary resolutions, including acceptance of the FY-2024 Annual Report, the Directors’ Remuneration Report and Policy, re-election of three directors, and the re-appointment and remuneration of auditors. Ordinary resolutions passed with support ranging from 58.0 % to 96.2 %, but several attracted meaningful opposition, notably:

• Directors’ Remuneration Policy – 35.3 % against
• Re-appointment of Maria Perrella – 36.7 % against
• Re-appointment of Raghav Chopra – 32.8 % against
• Authorities to allot shares – c. 42 % against on both resolutions 9 and 10

Special resolution 13, permitting the Company to call general meetings on 14-day notice, was passed with 92.7 % support. However, special resolutions 11 and 12, which sought general and additional authority to disapply pre-emption rights, failed to reach the 75 % super-majority (support c. 63 % and 61 % respectively). Their rejection restricts the Board’s flexibility to issue equity without first offering shares to existing holders, potentially complicating any near-term capital-raising plans.

Overall voter turnout was low at ~4 % of issued share capital. In line with the QCA Corporate Governance Code, Argo acknowledged the significant dissent on several items and committed to engage with shareholders and provide an update “in due course.” No financial performance data or new strategic initiatives were disclosed in this filing.

Positive

• All ordinary resolutions passed, ensuring acceptance of FY-2024 accounts, auditor continuity and board appointments.
• Special resolution 13 passed with 92.7 % support, allowing faster convening of future shareholder meetings, which can aid corporate agility.

Negative

• Resolutions 11 and 12 to disapply pre-emption rights failed, curtailing the Board’s flexibility to raise equity capital without shareholder offering.
• High dissent on key items: 35 % against remuneration policy, c. 42 % against share-allotment authorities and >30 % against two directors, highlighting governance concerns.
• Voter turnout was only ~4 % of issued share capital, implying limited shareholder engagement and potential questions over mandate strength.

Insights

Corporate Governance Expert

TL;DR: Failure of pre-emption resolutions signals governance friction and limits Argo’s funding agility.

The AGM outcome reveals mounting shareholder scrutiny. Although routine items passed, c. 40 % opposition on remuneration and director re-elections, combined with the rejection of resolutions 11 and 12, indicates dissatisfaction with oversight and capital allocation. Without the ability to disapply pre-emption rights, any equity financing will require a rights issue or specific shareholder approval, reducing tactical discretion and potentially slowing response to volatile crypto-mining economics. The Board must now negotiate with investors to regain authority, or pivot toward debt or internally generated cash to fund growth.

Equity Analyst

TL;DR: Operational status quo maintained; governance setback modest near-term earnings impact.

From a valuation standpoint, the filing does not alter near-term revenue, hash-rate guidance or cost structure. Standard approvals secure continuity of audit, reporting and board composition. The inability to issue non-pre-emptive equity could constrain opportunistic expansion, yet Argo’s current balance-sheet strategy has leaned on asset-backed loans rather than equity taps since late-2023. Unless crypto prices rally sharply, the practical impact is likely muted over the next 6-12 months. Still, persistent shareholder dissent may elevate the risk premium applied to the shares.

 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

Which resolutions failed at Argo Blockchain's 2025 AGM?

Special resolutions 11 and 12, both seeking to disapply pre-emption rights, did not reach the 75 % threshold and therefore failed.

How many shareholders voted against the Directors’ Remuneration Policy (Resolution 3) for ARBK?

10,103,188 votes (35.3 %) were cast against the policy.

What was the shareholder turnout as a percentage of issued share capital (ISC)?

Approximately 3.9 %–4.0 % of ISC participated in each vote.

Does the failure to disapply pre-emption rights restrict Argo Blockchain's ability to raise capital?

Yes. Future equity issues will require pre-emptive offerings or separate shareholder approval, limiting the Board’s flexibility.

Which special resolution did pass and what does it allow?

Resolution 13 passed with 92.7 % support, permitting Argo to call general meetings on 14-day notice instead of the standard 21 days.