[Form 4] Independent Bank Corp. Insider Trading Activity

Rhea-AI Filing Summary

Veritex Holdings, Inc. (VBTX) has filed a Form S-8 to register up to 1,650,000 additional shares of its $0.01 par value common stock for issuance under employee equity plans. The filing covers (i) 750,000 shares tied to outstanding awards granted under the shareholder-approved 2022 Amended and Restated Omnibus Incentive Plan and (ii) 900,000 newly authorized shares available under the recently approved 2025 Amended and Restated Omnibus Incentive Plan.

The 2025 Plan, adopted by the board on 25 Apr 2025 and ratified by shareholders on 27 May 2025, amends and restates the 2022 Plan and further expands the company’s long-term incentive capacity. Earlier plans included the 2014 Plan (1 million shares) and the 2019 Plan (1.5 million shares).

No proceeds flow directly to the company at the time of registration; actual cash inflow, if any, will occur upon option exercise or settlement of awards for cash. The filing reiterates Texas law–based indemnification provisions for directors and officers and lists customary undertakings required by the Securities Act.

For investors, the key consideration is the potential dilution from issuing up to 1.65 million additional shares, offset by the strategic objective of aligning management and employee incentives with shareholder interests. The impact magnitude will depend on Veritex’s total shares outstanding and the pace at which awards vest or are exercised.

Positive

• Shareholder approval secured for the 2025 Omnibus Incentive Plan, indicating investor support for equity-based compensation.
• Alignment of management incentives with shareholder value through additional performance and retention awards.

Negative

• Potential dilution of up to 1.65 million shares once awards vest or options are exercised.
• Incremental non-cash compensation expense likely to persist as additional awards are granted under the expanded pool.

Insights

Financial Analyst

TL;DR – Registers 1.65 M new shares; modest dilution risk, neutral cash impact.

The S-8 adds 1.65 million shares to Veritex’s equity incentive pool, continuing a pattern of periodic increases (2014, 2019, 2022, 2025). While employee stock programs can enhance retention and performance alignment, investors should monitor share-count growth: every incremental share issuance dilutes existing holdings and can weigh on EPS metrics. Because S-8s do not create immediate cash inflows, the near-term financial statement impact is limited to non-cash compensation expense already recognized under ASC 718. Without data on current shares outstanding, materiality of dilution cannot yet be quantified; therefore overall impact is viewed as neutral until further disclosure.

Corporate Governance Specialist

TL;DR – Shareholder-approved plan extension; governance process followed, risk of dilution persists.

Board and shareholders have properly authorized the 2025 Plan, reflecting sound governance. Expanding the share pool by 900 k shares signals continued reliance on equity compensation to attract talent in a competitive banking market. However, cumulative authorizations since 2014 now exceed 5 million shares, raising dilution and pay-for-performance scrutiny. Investors may push for tighter burn-rate controls and clearer performance-vesting criteria in future proxy materials.

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

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^*

Cok Michael J

(Last) (First) (Middle)

4200 E BELTLINE

(Street)

GRAND RAPIDS MI 49525

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INDEPENDENT BANK CORP /MI/ [ IBCP ]

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)
05/15/2025

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

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
Phantom Stock Units	(1)	05/15/2025		A	V	204.1		(1)	(1)	Common Stock	204.1	$32.57	25,771.18	D
Phantom Stock Units	(2)	07/01/2025		A		394.25		(2)	(2)	Common Stock	394.25	$29.17	26,165.43	D

Explanation of Responses:

1. The Phantom Stock Units were accrued for under the Independent Bank Corporation Deferred Compensation and Stock Purchase Plan for Non Employee Directors and are to be settled in the Issuer's Common Stock upon the reporting person's retirement as a director.

2. The Phantom Stock Units were accrued for under the Independent Bank Corporation Deferred Compensation and Stock Purchase Plan for Non Employee Directors and are to be settled in the Issuer's Common Stock upon the reporting person's retirement as a director. The number of the units credited to a participant's account is determined by dividing the accrual amount by 90% of the fair market value of the Issuer's Common Stock on the effective date of the deferral.

Remarks:

	s/Darcy J. Benjamin, Attorney-in-Fact	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

How many new VBTX shares are being registered in the 2025 Form S-8?

The filing registers 1,650,000 shares in total—750,000 tied to the 2022 Plan’s outstanding awards and 900,000 newly authorized under the 2025 Plan.

When did shareholders approve Veritex’s 2025 Omnibus Incentive Plan?

Shareholders approved the 2025 Plan on May 27, 2025.

Does the S-8 filing provide immediate funding to Veritex Holdings?

No. An S-8 only registers shares; cash is received later if employees exercise options for cash.

What earlier plans does the 2025 Plan amend and replace?

It amends and restates the 2022 Amended and Restated Omnibus Incentive Plan, which itself succeeded the 2019 and 2014 plans.

Why should investors monitor equity incentive plan enlargements?

Additional share authorizations can dilute existing holdings and impact per-share metrics such as EPS and book value.