UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~June~~July 41, 2025 (~~June~~July 41, 2025)

___________________

ENTERPRISE BANCORP, INC.

(exact name of registrant as specified in charter)


Massachusetts	001-33912	04-3308902
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

222 Merrimack Street

Lowell,

Massachusetts

01852

(address of principal executive offices)

(Zip Code)

(978)

459-9000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	EBTC	NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 82.01 ~~Other~~ Completion ~~Events~~of Acquisition or Disposition of Assets.

OnAs ~~June~~previously 4disclosed, ~~2025,~~ Enterprise Bancorp, Inc. (“Enterprise”), ~~parent~~or ofthe “Company”), Enterprise Bank and Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of the Company (“Enterprise Bank”), ~~and~~ Independent Bank Corp. (“Independent”), ~~parent~~and of Rockland Trust Company, a Massachusetts-chartered trust company ~~(“Rockland~~and ~~Trust”),~~wholly ~~issued~~owned asubsidiary ~~joint~~of ~~press release announcing that all regulatory approvals relating to the previously announced transaction between~~ Independent, ~~Enterprise,~~ (“Rockland Trust”), ~~and~~entered ~~Enterprise~~into ~~Bank~~an ~~have~~Agreement ~~been~~and ~~received. The~~Plan ~~proposed~~of ~~transaction~~Merger isdated ~~expected~~as toof ~~close~~December ~~on July 1~~8, ~~2025,~~2024 ~~subject to~~ (the ~~satisfaction~~“Merger ~~of the remaining customary closing conditions~~Agreement”).

AOn ~~copy~~July of1, 2025 (the ~~joint~~“Closing ~~press~~Date”), ~~release~~Independent isand ~~attached~~Enterprise completed the transactions contemplated by the Merger Agreement. On the Closing Date, Enterprise was merged with and into Independent, with Independent continuing as ~~Exhibit~~the 99surviving corporation (the “Merger”).1 Immediately tothereafter, ~~this~~Enterprise ~~Current~~Bank ~~Report~~was merged with and into Rockland Trust, with Rockland Trust continuing as the surviving entity. The Merger Agreement and the transactions contemplated thereby, including the Merger, are more particularly described in Enterprise’s Definitive Proxy Statement on ~~Form~~Schedule 8DEFM14A (File No. 001-K33912) filed by Enterprise with the U.S. Securities and isExchange ~~incorporated~~Commission ~~herein~~(the by“SEC”) ~~reference~~on February 19, 2025.

~~Item~~Upon 9the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”) each share of Enterprise common stock, par value $0.01 ~~Financial~~ ~~Statements~~per share (the “Enterprise Common Stock”), outstanding immediately prior to the Effective Time, other than certain shares held by Independent or Enterprise, was converted into the right to receive (i) 0.60 shares (the “Exchange Ratio”) of Independent common stock, par value $0.01 per share (“Independent Common Stock”) (the “Stock Consideration”), and ~~Exhibits~~(ii) $2.00 in cash (the “Cash Consideration”). Each share of Enterprise Common Stock outstanding immediately prior to the Effective Time is also entitled to receive cash in lieu of fractional shares of Independent Common Stock (the Cash Consideration, the Stock Consideration and any cash in lieu of fractional shares collectively, the “Merger Consideration”).

As of the Effective Time, each option to purchase shares of Enterprise Common Stock (d“Enterprise Option”) ~~The~~, ~~following~~whether ~~exhibits~~vested ~~are~~or ~~included~~unvested, ~~with~~that ~~this~~was ~~report:~~then-outstanding and which was not exercised or canceled prior thereto fully vested and was canceled and, on the Closing Date, the holder thereof received from Enterprise or Enterprise Bank cash in an amount equal to the product of (i) the number of shares of Enterprise Common Stock provided for in each such Option, and (ii) the excess, if any, of (x) the Per Share Cash Equivalent Consideration (as defined in the Merger Agreement) over (y) the Exercise Price (as defined in the Merger Agreement). Any Option for which the Exercise Price exceeded the Per Share Cash Equivalent Consideration as of the Effective Time was canceled without payment.

Each ~~Exhibit~~award ~~99.1 Press~~in ~~release,~~respect ~~dated~~of ~~June~~a 4,share ~~2025~~of Enterprise Common Stock subject to vesting, ~~jointly~~repurchase ~~issued~~or byother ~~Independent~~lapse ~~Bank Corp.~~restrictions granted under a Company Equity Plan (as defined in the Merger Agreement) that was outstanding and unvested immediately prior to the Effective Time (a “Company Restricted Stock Award”) automatically vested in full at the Effective Time and was considered an outstanding share of Enterprise ~~Bancorp,~~Common ~~Inc.~~Stock entitled to receive the Merger Consideration.

~~Exhibit~~The ~~104 Cover~~foregoing ~~Page~~summary ~~Interactive~~of ~~Data~~the ~~File~~Merger ~~(embedded~~Agreement ~~within~~and the ~~Inline~~Merger ~~XBRL~~is ~~document)~~not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is incorporated by reference as Exhibit 2.1 hereto and is incorporated herein by reference.

~~CAUTION~~Item ~~REGARDING~~3.01. Notice ~~FORWARD-LOOKING~~of ~~STATEMENTS~~ Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~This~~In ~~communication~~connection ~~may~~with ~~contain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about~~ the ~~benefits~~consummation of the ~~proposed transaction~~Merger, ~~the plans, objectives, expectations and intentions of Independent and~~ Enterprise, ~~the~~requested ~~expected~~that ~~timing of completion of~~ the ~~proposed~~Nasdaq ~~transaction,~~Stock ~~and~~Market ~~other~~(“Nasdaq”) ~~statements~~suspend ~~that~~trading ~~are not historical facts. Such statements reflect the current views~~ of ~~Independent and~~ Enterprise ~~with~~Common ~~respect~~Stock toon ~~future~~Nasdaq ~~events~~ and ~~financial~~remove ~~performance,~~Enterprise ~~and~~Common ~~are~~Stock ~~subject~~from tolisting ~~numerous~~on ~~assumptions~~Nasdaq, ~~risks,~~in ~~and~~each ~~uncertainties. Statements that do not describe historical or current facts~~case, ~~including~~prior ~~statements~~to ~~about~~the ~~beliefs,~~market ~~expectations,~~opening ~~plans,~~on ~~predictions,~~July ~~forecasts~~1, ~~objectives, assumptions or future events or performance, are forward-looking statements~~2025. ~~Forward-looking~~Enterprise ~~statements~~also ~~often,~~requested but not always, may be identified by words such as expect, anticipate, believe, intend, potential, estimate, plan, target, goal, or similar words or expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

Independent and Enterprise caution that the forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond Independent’s and Enterprise’s control. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: (1) changes in general economic, political, or industry conditions; (2) uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board; (3) volatility and disruptions in global capital and credit markets; (4) movements in interest rates; (5) the resurgence of elevated levels of inflation or inflationary pressures in the United States and the Enterprise and Independent market areas; (6) increased competition in the markets of Independent and Enterprise; (7) success, impact, and timing of business strategies of Independent and Enterprise; (8) the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations; (9) the expected impact of the proposed transaction between Enterprise and Independent on the combined entities’ operations, financial condition, and financial results; (10) the occurrence of any event, change or other circumstances that could give rise to

~~the right of one or both of the parties to terminate the merger agreement; (11) the outcome of any legal proceedings~~ that ~~may~~Nasdaq befile ~~instituted against Independent or Enterprise; (12) the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as~~ a ~~result~~notification of ~~the~~removal ~~impact of, or problems arising~~ from, ~~the~~listing ~~integration~~ of ~~the two companies or as a result of the strength of the economy and competitive factors in the areas where Independent and~~ Enterprise doCommon ~~business;~~Stock ~~(13)~~on ~~the~~Form ~~possibility~~25 ~~that~~with the ~~proposed~~SEC. As ~~transaction may be more expensive to complete than anticipated, including as~~ a result of unexpected factors or events; (14) diversion of management’s attention from ongoing business operations and opportunities; (15) potential adverse reactions or changes to business or employee relationships, ~~including~~Enterprise ~~those~~Common ~~resulting~~Stock ~~from~~will ~~the~~no ~~announcement~~longer orbe ~~completion~~listed ofon the proposed transaction; (16) the dilution caused by Independent’s issuance of additional shares of its capital stock in connection with the proposed transaction; (17) cyber incidents or other failures, disruptions or breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks; and (18) other factors that may affect the future results of Independent and EnterpriseNasdaq.

~~Additional~~Independent, ~~factors~~as ~~that~~successor ~~could~~to ~~cause~~Enterprise, ~~results~~intends to ~~differ~~file ~~materially~~a ~~from those described above can be found in Independent’s Annual Report on~~ Form ~~10-K~~15 ~~for~~with the ~~year~~SEC ~~ended~~to ~~December~~request ~~31, 2024 and in its subsequent Quarterly Reports on Form 10-Q, including in~~ the ~~respective~~deregistration ~~“Risk Factors” and “Management’s Discussion and Analysis~~ of ~~Financial~~Enterprise ~~Condition~~Common ~~and~~Stock ~~Results~~under ofSection ~~Operations”~~12 ~~sections~~ of ~~such reports, as well as in subsequent SEC filings, each of which is on file with~~ the ~~U.S.~~ Securities ~~and~~ Exchange ~~Commission~~Act ~~(the “SEC”) and available in the “Investor Relations” section~~ of ~~Independent’s website~~1934, ~~www.rocklandtrust.com,~~as ~~under~~amended (the ~~heading~~ “~~SEC~~Exchange ~~Filings~~Act”), and ~~in other documents Independent files with~~ the ~~SEC,~~suspension ~~and~~of in Enterprise’s ~~Annual~~reporting ~~Report~~obligations onunder ~~Form~~Sections ~~10-K~~13 ~~for the year ended December 31, 2024~~ and in15(d) ~~its~~of ~~subsequent Quarterly Reports on Form 10-Q, including in~~ the ~~respective~~Exchange ~~“Risk~~Act ~~Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such reports,~~ as ~~well~~promptly as ~~in subsequent SEC filings, each of which is on file with and available in the “Investor Relations” section of Enterprise’s website, enterprisebancorp~~practicable.~~q4ir.com, under the heading “SEC Filings” and in other documents Enterprise files with the SEC.~~

The ~~All~~information ~~forward-looking~~set ~~statements~~forth ~~speak~~under ~~only~~Item as2.01 of ~~the~~this ~~date~~Current ~~they~~Report ~~are made and are based~~ on ~~information~~Form ~~available at that time. Neither Independent nor Enterprise assumes any obligation to update forward~~8-~~looking~~K ~~statements~~is toincorporated ~~reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required~~ by ~~applicable~~reference ~~law. As~~into forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All forward-looking statements, express or implied, included in the document are qualified in their entirety by this ~~cautionary~~Item ~~statement~~3. 01.

~~[Remainder~~Item of3.03. Material ~~Page~~Modification ~~Intentionally~~to ~~Blank]~~Rights of Security Holders.

As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, each holder of Enterprise Common Stock immediately prior to the Effective Time ceased to have any rights as a shareholder of Enterprise other than the right to receive the consideration as described above under Item 2.01 and subject to the terms and conditions set forth in the Merger Agreement.

The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

On July 1, 2025, Enterprise was merged with and into Independent pursuant to the Merger Agreement, with Independent continuing as the surviving corporation.

The information set forth under Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Time, all of Enterprise’s directors and executive officers ceased serving in such capacities.

As of the Effective Time, in accordance with the terms of the Merger Agreement, the following individuals, each of whom was a member of the board of directors of Enterprise immediately prior to the consummation of the Merger, were appointed to the board of directors of Independent and Rockland Trust: Kenneth S. Ansin and Joseph C. Lerner.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

At the Effective Time, the Amended and Restated Articles of Organization of the Company, as amended, and the Second Amended and Restated Bylaws of the Company ceased to be in effect by operation of law and the organizational documents of Independent (as successor to Enterprise by operation of law) remained the Restated Articles of Organization of Independent and the Amended and Restated Bylaws of Independent, consistent with the terms of the Merger Agreement. The foregoing references to the Restated Articles of Organization of Independent and the Amended and Restated Bylaws of Independent are not complete and are qualified in their entirety by reference to the complete text of the Restated Articles of Organization of Independent and the Amended and Restated Bylaws of Independent, which are incorporated by reference as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are included with this Current Report on Form 8-K:

2.1: Agreement and Plan of Merger, dated as of December 8, 2024, by and among Independent Bank Corp., Rockland Trust Company, Enterprise Bancorp, Inc. and Enterprise Bank and Trust Company (incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Enterprise Bancorp, Inc. on December 9, 2025) (schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the U.S. Securities and Exchange Commission upon request).

3.1: Restated Articles of Organization of Independent Bank Corp., as adopted July 15, 2015 (incorporated herein by reference to Exhibit 3.2 of the Current Report on Form 8-K filed by Independent Bank Corp. on July 20, 2015).

3.2: Amended and Restated Bylaws of Independent Bank Corp., as adopted October 19, 2017 (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Independent Bank Corp. on October 23, 2017).

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

[Remainder of Page Intentionally Blank]

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENTERPRISE BANCORP, INC.
	INDEPENDENT BANK CORP., as successor
Date: June 4, 2025		By:	/s/ Joseph R. Lussier
	by merger to Enterprise Bancorp, Inc.
			Joseph R. Lussier
Date: July 1, 2025		By:	/s/ Patricia M. Natale
			Executive Vice President, Treasurer
			Patricia M. Natale
			and Chief Financial Officer
			Executive Vice President
			and General Counsel

Filing Compare · ENTERPRISE BANCORP INC /MA/