George L. Duncan - 01 Jul 2025 Form 4 Insider Report for ENTERPRISE BANCORP INC /MA/ (EBTC)

Role
Chairman, Director
Signature
/s/ Joseph R. Lussier as attorney-in-fact for George L. Duncan
Issuer symbol
EBTC
Transactions as of
01 Jul 2025
Net transactions value
-$136,243
Form type
4
Filing time
01 Jul 2025, 15:33:37 UTC
Previous filing
22 Apr 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
DUNCAN GEORGE L Chairman, Director C/O ENTERPRISE BANCORP, 222 MERRIMACK STREET, LOWELL /s/ Joseph R. Lussier as attorney-in-fact for George L. Duncan 01 Jul 2025 0001282776

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EBTC Common Stock Tax liability $136,243 -3,437 -0.95% $39.64 360,206 01 Jul 2025 Direct F1
transaction EBTC Common Stock Disposed to Issuer -360,206 -100% 0 01 Jul 2025 Direct F1, F2
transaction EBTC Common Stock Disposed to Issuer -18,445 -100% 0 01 Jul 2025 By Estate F2
transaction EBTC Common Stock Disposed to Issuer -49,164 -100% 0 01 Jul 2025 By Trust F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EBTC Option (Right to Buy) Disposed to Issuer -3,095 -100% 0 01 Jul 2025 Common Stock 3,095 $21.86 Direct F3
transaction EBTC Option (Right to Buy) Disposed to Issuer -2,157 -100% 0 01 Jul 2025 Common Stock 2,157 $30.46 Direct F3
transaction EBTC Option (Right to Buy) Disposed to Issuer -2,040 -100% 0 01 Jul 2025 Common Stock 2,040 $34.33 Direct F3
transaction EBTC Option (Right to Buy) Disposed to Issuer -2,810 -100% 0 01 Jul 2025 Common Stock 2,810 $29.84 Direct F3
transaction EBTC Option (Right to Buy) Disposed to Issuer -2,909 -100% 0 01 Jul 2025 Common Stock 2,909 $28.22 Direct F3
transaction EBTC Stock Option (Right to Buy) Disposed to Issuer -2,046 -100% 0 01 Jul 2025 Common Stock 2,046 $32.73 Direct F3
transaction EBTC Stock Option (Right to Buy) Disposed to Issuer -1,698 -100% 0 01 Jul 2025 Common Stock 1,698 $38.58 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

George L. Duncan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 In accordance with the Merger Agreement, all unvested shares of restricted stock automatically vested in full at the Effective Time (as defined in the Merger Agreement) to the extent not previously forfeited, and was considered outstanding shares of Enterprise common entitled to receive the Merger Consideration (as defined in the Merger Agreement).
F2 Pursuant to the Agreement and Plan of Merger, dated as of December 8, 2024 (the "Merger Agreement"), by and among Enterprise Bancorp, Inc. ("Enterprise"), Enterprise Bank and Trust Company, Independent Bank Corp. ("Independent") and Rockland Trust Company, each issued and outstanding share of Enterprise common stock was converted into the right to receive (i) $2.00 in cash and (ii) 0.60 shares of Independent common stock (subject to the payment of cash in lieu of fractional shares).
F3 In accordance with the Merger Agreement, each option to purchase Issuer common stock, whether vested or unvested, automatically converted to the right to receive a cash payment equal to (i) the number of shares of Enterprise common stock provided for in such option and (ii) the excess, if any, of the Per Share Cash Equivalent Consideration (as defined in the Merger Agreement) over the exercise price per share of Enterprise common stock provided for in such option, which cash payment was made without interest and was net of all applicable withholding taxes.