Form 4: Enterprise Bancorp Executive Converts All Holdings Following Merger with Independent Bank Corp.

An executive at Enterprise Bancorp, Inc. has completed the conversion of all common stock and derivative holdings into cash and Independent Bank Corp. shares, marking the finalization of the merger.

Summary

• Jamie L. Gabriel, Executive Vice President Principal Subsidiary of Enterprise Bancorp, Inc. (EBTC), reported changes in beneficial ownership following the merger with Independent Bank Corp. (Independent).
• The merger agreement, dated December 8, 2024, became effective on July 1, 2025.
• 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.
• All unvested shares of restricted stock automatically vested in full at the effective time of the merger.
• Jamie L. Gabriel acquired 1,111 shares of common stock at $39.64, likely due to the vesting of restricted stock.
• Jamie L. Gabriel disposed of 15,744.1129 shares of common stock, resulting in 0 shares beneficially owned directly following the transaction.
• All options to purchase Enterprise common stock, whether vested or unvested, converted into a cash payment.
• The cash payment for options was equal to the number of shares in the option multiplied by the excess of the Per Share Cash Equivalent Consideration over the option's exercise price.
• Options disposed of included: 344 shares at an exercise price of $34.33, 238 shares at $29.84, 491 shares at $28.22, 345 shares at $32.73, and 391 shares at $38.58.
• Following these transactions, Jamie L. Gabriel holds 0 derivative securities in Enterprise Bancorp, Inc.

Sentiment

Score: 5

Explanation: The document is a neutral, factual report of an insider's holdings changes due to a completed merger, with no explicit positive or negative sentiment expressed beyond the mechanics of the transaction.

Positives

• The successful completion of the merger provides liquidity and new equity for Enterprise Bancorp shareholders.
• Unvested restricted stock automatically vested, providing immediate value to the executive.
• Options were converted to cash payments, allowing the executive to realize value from their equity incentives.

Negatives

• The executive no longer holds direct beneficial ownership in Enterprise Bancorp, Inc. common stock or derivative securities.

Future Outlook

No forward-looking statements or guidance are provided, as this is a factual report of a completed transaction.

Industry Context

This transaction reflects ongoing consolidation within the banking sector, where smaller regional banks are often acquired by larger institutions to achieve economies of scale, expand market reach, and enhance competitive positioning.

Stakeholder Impact

• Shareholders of Enterprise Bancorp, Inc. received a combination of cash and shares in Independent Bank Corp., effectively converting their investment.
• Employees holding Enterprise Bancorp equity (like the reporting person) had their restricted stock vested and options converted to cash, realizing value from their compensation.

Next Steps

• The reporting person is no longer subject to Section 16 obligations for Enterprise Bancorp, Inc., indicating this is a final filing related to their holdings in the acquired entity.

Key Dates

Keywords

SEC Form 4, Merger, Acquisition, Beneficial Ownership, Insider Trading, Enterprise Bancorp, Independent Bank Corp, EBTC, Bank, Financial Services, Stock Options, Restricted Stock