Form 4: Independent Bank Director Boosts Phantom Stock Holdings

Independent Bank Corp director Dennis W. Archer Jr. acquired 52.51 phantom stock units, increasing his total beneficial ownership to 6,349.59 units.

Summary

• Dennis W. Archer Jr., a Director of Independent Bank Corp /MI/ (IBCP), acquired 52.51 Phantom Stock Units.
• The transaction date for this acquisition was November 14, 2025.
• The Phantom Stock Units were acquired at a price of $31.18 per unit.
• Following this transaction, Dennis W. Archer Jr. beneficially owns a total of 6,349.59 Phantom Stock Units.
• These units are accrued under the Independent Bank Corporation Deferred Compensation and Stock Purchase Plan for Non-Employee Directors.
• The Phantom Stock Units are to be settled in the Issuer's Common Stock upon Mr. Archer Jr.'s retirement as a director.

Sentiment

Score: 6

Explanation: Slightly positive, as a director increasing their beneficial ownership (even through phantom units) generally signals confidence and alignment with shareholder interests, though it's a routine compensation event.

Positives

• The acquisition of additional phantom stock units by a director indicates continued alignment of management interests with shareholder value.
• Participation in the deferred compensation plan suggests a commitment to the company's long-term performance by the director.

Negatives

• The transaction involves phantom stock units, which are not direct purchases of common stock and do not represent immediate cash investment by the director.

Future Outlook

The Phantom Stock Units are designated to be settled in the Issuer's Common Stock upon the reporting person's retirement as a director, indicating a future conversion event tied to the director's tenure.

Industry Context

Director compensation, often including equity-based awards like phantom stock units, is a standard practice in the banking industry to align the interests of non-employee directors with the long-term performance of the company. Such plans are common across publicly traded financial institutions.

Comparison to Industry Standards

• The use of phantom stock units as part of non-employee director compensation is a common practice among U.S. public companies, including those in the financial sector, such as JPMorgan Chase & Co. or Bank of America Corp., which often utilize similar deferred compensation or equity award programs to retain and incentivize directors.
• The structure, where units convert to common stock upon retirement, is a typical feature designed to foster long-term commitment and discourage short-term decision-making.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by a director under a company-sponsored deferred compensation plan constitutes a related party transaction, as it involves compensation provided to a key management personnel.

Stakeholder Impact

• Shareholders: The transaction aligns the director's long-term financial interests with the company's stock performance, potentially benefiting shareholders through more aligned decision-making.
• Employees: No direct impact on general employees is indicated by this specific filing.
• Customers: No direct impact on customers is indicated by this specific filing.

Next Steps

• Settlement of the Phantom Stock Units into Independent Bank Corp Common Stock upon Dennis W. Archer Jr.'s retirement as a director.

Key Dates

Keywords

Independent Bank Corp, IBCP, Phantom Stock Units, Director Compensation, Insider Transaction, Deferred Compensation Plan, SEC Form 4, Beneficial Ownership