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[Form 4] INDEPENDENT BANK CORP /MI/ Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Independent Bank Corporation (IBCP) Form 4 discloses that director Christina Keller was credited with phantom stock units under the company's Deferred Compensation and Stock Purchase Plan for Non-Employee Directors. On 08/15/2025, 180.28 phantom units were granted (credited as 180.28 underlying common shares at $31.11 per share), and on 10/01/2025 an additional 717.31 units were credited (credited as 717.31 underlying common shares at $27.88 per share). The reported post-transaction beneficial ownership totals 22,469.05 common shares. The phantom units are to be settled in common stock upon the reporting person's retirement as a director and were accrued under the deferred compensation plan; one accrual formula is based on dividing the accrual amount by 90% of fair market value on the deferral effective date.

Positive
  • Director compensation aligned with shareholders via phantom stock units that settle in common stock upon retirement
  • Clear disclosure of unit amounts, underlying share equivalents, and the plan formula (division by 90% of FMV) providing transparency
Negative
  • Future dilution potential when phantom units are settled in common stock upon retirement
  • No immediate cash or tax clarity in the filing about timing of settlement beyond 'upon retirement', leaving the timing of share issuance unspecified

Insights

TL;DR: Director received deferred-compensation phantom stock units that convert to common shares at retirement; impact is typically modest and non-cash today.

The Form 4 shows non-derivative economic compensation for a director recorded as phantom stock units rather than an immediate cash payout. These grants increase the director's future equity interest that will be settled in common stock upon retirement, adding alignment between management and shareholders without immediate dilution or cash expense. The disclosed share equivalents (totaling ~898 units across two grants) are precise and priced in the filing; the current beneficial ownership reported is 22,469.05 shares. For investors, this is a routine director compensation disclosure rather than a material corporate event.

TL;DR: Use of phantom stock in a director deferred-compensation plan is a standard governance mechanism to align interests and defer taxation.

The filing clarifies plan mechanics: units accrue under the Deferred Compensation and Stock Purchase Plan for Non-Employee Directors and settle in common stock at retirement. The formula note (division by 90% of fair market value) is an explicit plan detail affecting unit counts. This structure supports director retention and alignment but creates a future settlement obligation in shares. The disclosure is clear and complies with Section 16 reporting requirements; there is no indication of acceleration, cash payments, or changes to plan terms in this filing.

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).
1. Name and Address of Reporting Person*
Keller Christina

(Last) (First) (Middle)
4200 E BELTLINE AVE

(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)
08/15/2025
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) 08/15/2025 A V 180.28 (1) (1) Common Stock 180.28 $31.11 21,751.74 D
Phantom Stock Units (2) 10/01/2025 A 717.31 (2) (2) Common Stock 717.31 $27.88 22,469.05 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 10/01/2025
** 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 transactions did Christina Keller report on the IBCP Form 4?

The Form 4 reports grants of 180.28 phantom stock units on 08/15/2025 and 717.31 units on 10/01/2025 under the Non-Employee Directors Deferred Compensation and Stock Purchase Plan.

How many common share equivalents does Christina Keller beneficially own after these transactions?

The filing reports 22,469.05 common shares beneficially owned following the reported transactions.

How will the phantom stock units be settled?

The phantom stock units are to be settled in the issuer's common stock upon the reporting person's retirement as a director.

How is the number of phantom units determined under the plan?

The filing states the number of units credited is determined by dividing the accrual amount by 90% of the fair market value of IBCP common stock on the effective date of the deferral.

What prices are disclosed for the underlying common stock equivalents?

The filing shows prices used for the underlying equivalents of $31.11 (for the 180.28 units) and $27.88 (for the 717.31 units).
Independent Bk Corp Mich

NASDAQ:IBCP

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IBCP Stock Data

633.38M
19.68M
4.88%
84.91%
0.72%
Banks - Regional
State Commercial Banks
Link
United States
GRAND RAPIDS