Form 4: Enterprise Bancorp EVP & CFO Joseph Lussier Reports Full Disposition of Holdings Following Merger with Independent Bank Corp.

Joseph R. Lussier, EVP & CFO of Enterprise Bancorp, Inc., has reported the complete disposition of his beneficial ownership in the company's common stock and derivative securities, effective July 1, 2025, as a direct result of Enterprise Bancorp's merger with Independent Bank Corp.

Summary

• Joseph R. Lussier, Executive Vice President and Chief Financial Officer of Enterprise Bancorp, Inc. (EBTC), reported the complete disposition of his beneficial ownership in Enterprise Bancorp common stock and derivative securities.
• The transactions occurred on July 1, 2025, and are a direct consequence of the Agreement and Plan of Merger dated December 8, 2024.
• Under the merger agreement, Enterprise Bancorp, Inc. was acquired by Independent Bank Corp.
• Each outstanding share of Enterprise common stock was converted into the right to receive $2.00 in cash and 0.60 shares of Independent common stock.
• Lussier disposed of 1,062 shares of common stock at $39.64 per share, likely related to tax withholding on vested restricted stock.
• He also disposed of 14,625.1015 shares of common stock, representing his remaining direct beneficial ownership, which was converted into merger consideration.
• All unvested restricted stock automatically vested in full at the effective time of the merger and were included in the merger consideration.
• All options to purchase Enterprise common stock, whether vested or unvested, were converted into a cash payment. This payment was calculated as the number of shares underlying the option multiplied by the excess of the Per Share Cash Equivalent Consideration over the option's exercise price, net of withholding taxes.
• Options with exercise prices ranging from $21.86 to $38.58 were disposed of, including 189 shares at $21.86, 132 shares at $30.46, 187 shares at $34.33, 347 shares at $29.84, 491 shares at $28.22, 345 shares at $32.73, and 391 shares at $38.58.
• Following these transactions, Joseph R. Lussier holds 0 shares of Enterprise Bancorp common stock and 0 derivative securities in Enterprise Bancorp.

Sentiment

Score: 7

Explanation: The document reports the successful completion of a merger, which is a significant strategic event. For the reporting person, it signifies the expected conversion of their holdings into cash and shares of the acquiring entity, which is a positive outcome of a planned corporate action. While it marks the end of Enterprise Bancorp as an independent entity, the transaction itself is a structured and anticipated event.

Positives

• The merger provided a clear exit strategy for Enterprise Bancorp shareholders, including executives, converting their holdings into cash and shares of the acquiring entity.
• Unvested restricted stock automatically vested in full at the effective time of the merger, benefiting the reporting person.
• Stock options, both vested and unvested, were converted into cash payments, providing liquidity to the reporting person.

Negatives

• Enterprise Bancorp, Inc. ceases to exist as an independent publicly traded entity, resulting in the delisting of its common stock.
• The reporting person no longer holds any beneficial ownership in Enterprise Bancorp, Inc.

Risks

• NA

Future Outlook

The document reports the completion of a merger where Enterprise Bancorp, Inc. was acquired by Independent Bank Corp. As a result, Enterprise Bancorp, Inc. will no longer operate as an independent entity, and its shares have been converted into cash and shares of Independent Bank Corp. The future outlook for the former Enterprise Bancorp operations is now integrated within Independent Bank Corp.'s strategic plans.

Management Comments

• No notable quotes or paraphrased statements from company management are provided, beyond the signature confirming the filing.

Industry Context

The financial services industry, particularly the banking sector, frequently experiences consolidation through mergers and acquisitions. Such transactions are often driven by desires for increased scale, market share expansion, cost efficiencies, and enhanced product offerings. This merger between Enterprise Bancorp, Inc. and Independent Bank Corp. aligns with the broader trend of regional bank consolidation aimed at strengthening competitive positions and navigating evolving regulatory and economic landscapes.

Comparison to Industry Standards

• Bank mergers are a common strategic move in the financial industry, often aiming for synergies and increased market presence.
• While specific financial benchmarks for this particular merger are not detailed, the structure of the deal, involving a mix of cash and stock consideration, is a standard approach for such acquisitions.
• For instance, similar regional bank mergers like the acquisition of Sterling Bancorp by Webster Financial Corporation or the merger of People's United Financial with M&T Bank Corporation have also involved cash and stock components, reflecting common valuation and integration strategies in the sector.
• The specific terms of $2.00 in cash and 0.60 shares of Independent common stock per Enterprise share represent the agreed-upon valuation for this particular transaction.

Stakeholder Impact

• Shareholders: Enterprise Bancorp shareholders received a combination of cash and Independent Bank Corp. common stock for their shares, representing the agreed-upon merger consideration.
• Employees: While not explicitly detailed, mergers typically lead to integration efforts that can impact employee roles and structures within the combined entity.
• Customers: Customers of Enterprise Bancorp will transition to being customers of Independent Bank Corp., potentially experiencing changes in services, branding, or branch networks.

Next Steps

• No specific future actions or milestones are mentioned for the reporting person or the former Enterprise Bancorp entity, as the transaction is complete.

Key Dates

Keywords

Merger, Acquisition, SEC Form 4, Insider Transaction, Enterprise Bancorp, Independent Bank Corp., EBTC, Bank Merger, Stock Options, Restricted Stock, Beneficial Ownership