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CFO of Independent Bank Corp (NASDAQ: INDB) gets stock grant, withholds shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Independent Bank Corp. CFO and EVP Consumer Lending Mark J. Ruggiero reported equity compensation and related tax-share dispositions. On February 19, 2026, he was granted 3,300 shares of common stock as time-vesting restricted stock at a stated price of $82.3975 per share for reporting purposes. On February 20 and 22, 2026, he disposed of 337 and 332 shares, respectively, back to Independent Bank Corp. at $82.3975 per share to satisfy tax withholding obligations, not as open-market sales. Following these transactions, he directly owned 25,169.8157 shares of common stock.

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Insider Ruggiero Mark J
Role CFO & EVP Consumer Lending
Type Security Shares Price Value
Tax Withholding Common Stock 332 $82.3975 $27K
Tax Withholding Common Stock 337 $82.3975 $28K
Grant/Award Common Stock 3,300 $0.00 --
Holdings After Transaction: Common Stock — 25,169.816 shares (Direct)
Footnotes (1)
  1. Independent Bank Corp. awarded Time Vesting Restricted Stock to the Filer. Disposition of shares by the Filer to Independent Bank Corp. to satisfy a tax withholding obligation.
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*
Ruggiero Mark J

(Last) (First) (Middle)
C/O INDEPENDENT BANK CORP.
288 UNION STREET

(Street)
ROCKLAND MA 02370

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INDEPENDENT BANK CORP [ INDB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO & EVP Consumer Lending
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026
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
Common Stock 02/19/2026 A 3,300(1) A $0 25,838.8157 D
Common Stock 02/20/2026 F 337(2) D $82.3975 25,501.8157 D
Common Stock 02/22/2026 F 332(2) D $82.3975 25,169.8157 D
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
Explanation of Responses:
1. Independent Bank Corp. awarded Time Vesting Restricted Stock to the Filer.
2. Disposition of shares by the Filer to Independent Bank Corp. to satisfy a tax withholding obligation.
Remarks:
/s/ Maureen A. Gaffney, Power of Attorney for Mark J. Ruggiero 02/23/2026
** 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 insider transactions did INDB executive Mark J. Ruggiero report?

Mark J. Ruggiero reported a grant of 3,300 shares of Independent Bank Corp. common stock and two related tax-withholding share dispositions totaling 669 shares. All transactions involved common stock and were tied to equity compensation, not open-market buying or selling.

How many INDB shares did the CFO receive as equity compensation?

The CFO received 3,300 shares of Independent Bank Corp. common stock as a time-vesting restricted stock award. The award was reported at a price of $82.3975 per share for Form 4 purposes, reflecting a non-cash grant rather than an open-market purchase.

Why did the INDB CFO dispose of some shares after the award?

He disposed of 337 and 332 shares of Independent Bank Corp. common stock to the company to satisfy tax withholding obligations. These transactions, coded “F,” were not open-market sales but share withholdings to cover taxes tied to the restricted stock grant.

At what price were the INDB tax-withholding share dispositions reported?

Both tax-withholding dispositions were reported at $82.3975 per share. This price was used to value the 337 and 332 shares delivered back to Independent Bank Corp. to cover the executive’s tax liability related to the restricted stock award.

How many INDB shares does the CFO own after these transactions?

After the award and related tax-withholding dispositions, Mark J. Ruggiero directly owns 25,169.8157 shares of Independent Bank Corp. common stock. This figure reflects his direct holdings following the 3,300-share grant and the two F-code tax-share transactions.

Were any of the INDB CFO’s transactions open-market buys or sells?

None of the reported transactions were open-market trades. The 3,300-share award was a restricted stock grant, and the 337- and 332-share dispositions were deliveries to Independent Bank Corp. to satisfy tax withholding obligations, not discretionary market sales.