Independent Bank Corp (INDB) officer disposes shares to cover tax withholding

Rhea-AI Filing Summary

Independent Bank Corp. Chief Commercial Banking Officer James T. Rizzo reported three small share dispositions that were used to pay taxes, rather than open-market sales. On February 18, he disposed of 51 shares of common stock at $83.30 per share, leaving 12,511 shares held directly. On February 17, he disposed of 48 shares at $83.895 per share, and on February 16, he disposed of 108 shares at $82.905 per share. A footnote explains that these shares were surrendered to Independent Bank Corp. to satisfy tax withholding obligations.

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

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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^*

RIZZO JAMES T.

(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)
	Chief Commercial Banking Off.

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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	02/16/2026		F		108(1)	D	$82.905	12,610	D
Common Stock	02/17/2026		F		48(1)	D	$83.895	12,562	D
Common Stock	02/18/2026		F		51(1)	D	$83.3	12,511	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. 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 James T. Rizzo	02/19/2026
	** 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).
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FAQ

What did INDEPENDENT BANK CORP (INDB) insider James T. Rizzo report on this Form 4?

James T. Rizzo reported three dispositions of Independent Bank Corp. common stock. These were small share amounts surrendered back to the company to cover tax withholding obligations, not open-market sales, and he continued to hold over twelve thousand shares directly afterward.

How many INDB shares were disposed of by James T. Rizzo for tax withholding?

James T. Rizzo disposed of 51, 48, and 108 shares of Independent Bank Corp. common stock on three consecutive days. Each transaction was designated as a tax-withholding disposition, where shares are delivered to the issuer instead of using cash to pay related tax liabilities.

At what prices were James T. Rizzo’s INDB tax-withholding share dispositions recorded?

The reported tax-withholding dispositions were priced at $83.30, $83.895, and $82.905 per share. These prices reflect the fair market value used to determine how many Independent Bank Corp. shares were needed to satisfy the applicable tax withholding obligations.

How many INDB shares did James T. Rizzo hold after these Form 4 transactions?

After the final reported tax-withholding disposition, James T. Rizzo directly held 12,511 shares of Independent Bank Corp. common stock. Each transaction entry discloses the updated direct ownership balance immediately following the respective disposition event on those February dates.

Were James T. Rizzo’s INDB transactions open-market sales or tax-related dispositions?

These transactions were tax-related dispositions, not open-market sales. The Form 4 uses code “F” and describes them as payments of tax liability by delivering securities, with a footnote stating shares were given to Independent Bank Corp. to satisfy tax withholding obligations.

Who is the insider involved in this INDB Form 4 and what is his role?

The insider is James T. Rizzo, identified as the Chief Commercial Banking Officer of Independent Bank Corp. The filing reports his personal beneficial ownership and the small number of shares he surrendered to the company to cover tax withholding requirements.