INDEPENDENT BANK CORP

(Former Address of Principal Executive Offices)

(781)-878-6100

(Registrant’s Telephone Number, Including Area Code)

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Act.☐

On December 8, 2024, Enterprise Bancorp, Inc. (“Enterprise” or the “Company”) (NASDAQ Global Select Market: EBTC), Enterprise Bank and Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of the Company (“Enterprise Bank”), Independent Bank Corp. (“Independent”) (NASDAQ Global Select Market: INDB), and Rockland Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of Independent (“Rockland”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Enterprise will merge with and into Independent, with Independent as the surviving entity (the “Merger”). The Merger Agreement further provides that following the Merger, Enterprise Bank will merge with and into Rockland Trust, with Rockland Trust as the surviving entity (the “Bank Merger” and, together with the Merger, the “Merger Transaction”).

Upon the 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 per share (the “Enterprise Common Stock”), outstanding immediately prior to the Effective Time, other than certain shares held by Independent or Enterprise, will be 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 (ii) $2.00 in cash (the “Cash Consideration”). Each share of Enterprise Common Stock outstanding immediately prior to the Effective Time will also be 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”). The Transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for Enterprise shareholders for the Independent Common Stock consideration they receive.

As of the Effective Time, each option to purchase shares of Enterprise Common Stock (“Enterprise Option”), whether vested or unvested, that is then-outstanding and which has not been exercised or canceled prior thereto shall fully vest and be canceled and, on the Closing Date (as defined in the Merger Agreement), the holder thereof shall be entitled to receive 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 exceeds the Per Share Cash Equivalent Consideration shall be cancelled as of the Effective Time without payment.

Each award in respect of a share of Enterprise Common Stock subject to vesting, repurchase or other lapse restrictions granted under a Company Equity Plan (as defined in the Merger Agreement) that is outstanding and unvested immediately prior to the Effective Time (a “Company Restricted Stock Award”) shall automatically vest in full at the Effective Time and shall be considered outstanding shares of Enterprise Common Stock entitled to receive the Merger Consideration.

The Merger Agreement further provides that Independent will take all actions necessary so that two directors of Enterprise will be appointed to the boards of directors of Independent and Rockland Trust effective as of the Effective Time. The two Enterprise directors, who will be selected by Independent after consultation with Enterprise after the date of the Merger Agreement, will be independent of Independent in accordance with Nasdaq standards.

The Merger Agreement was unanimously approved by the Boards of Directors of each of Enterprise, Enterprise Bank, Independent and Rockland Trust.

On December 8, 2024, in connection with the execution of the Merger Agreement, Enterprise and Independent entered into voting agreements (the “Voting Agreements”) with all Enterprise directors and executive officers with voting power, who in the aggregate have the power to vote approximately 20.42% of the outstanding shares of Enterprise Common Stock. The Voting Agreements provide that, subject to the terms and conditions thereof, each of the directors and executive officers of Enterprise, solely in their capacity as shareholders of Enterprise, will vote the shares of Enterprise Common Stock she or he owns in favor of the adoption and approval of the Merger Agreement.

Subject to the fulfillment or, if permissible, waiver of the closing conditions under the Merger, certain of which are described below, the parties anticipate that the Merger will close during the second half of 2025.

The Merger Agreement contains customary representations and warranties from Enterprise, Enterprise Bank, Independent and Rockland Trust, and each party has agreed to customary covenants, including, among others, covenants relating to (i) the conduct of its respective business during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) in the case of Enterprise, its obligation to call a meeting of its shareholders to approve the Merger Agreement, and, subject to certain exceptions, the obligation of its Board of Directors to recommend that its shareholders approve the Merger Agreement, and (iii) in the case of Enterprise, certain non-solicitation obligations with respect to alternative business combination proposals.

The completion of the Merger is subject to various closing conditions, including, among others, (i) the receipt of the requisite approval of Enterprise’s shareholders of the Merger Agreement, (ii) the receipt of all required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Massachusetts Commissioner of Banks, in each case without the imposition of a “Materially Burdensome Regulatory Condition” as defined in the Merger Agreement, (iii) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger Transaction or making them illegal, (iv) the effectiveness of the registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission (“SEC”) by Independent in connection with the transactions contemplated by the Merger Agreement, and (v) the listing of the shares of Buyer Common Stock issuable pursuant to the Merger on Nasdaq, subject to official notice of issuance. Each party’s obligation to complete the Merger is also subject to additional customary conditions, including, among others, (a) the accuracy of the representations and warranties of the other party, subject to certain exceptions, (b) the performance in all material respects by each party of its obligations under the Merger Agreement, and (c) receipt by such party of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

The Merger Agreement provides certain termination rights for both Enterprise and Independent. The Merger Agreement can be terminated by mutual written consent, or by either party (i) if there is a final, non-appealable order, decree or ruling permanently enjoining or otherwise prohibiting the consummation of the Merger, (ii) in the event the approval of any Governmental Authority (as defined in the Merger Agreement) required for consummation of the Merger or Bank Merger shall have been denied by final, nonappealable action by such Governmental Authority or an application seeking approval of the Merger or Bank Merger shall have been permanently withdrawn at the request of a Governmental Authority, (iii) if the other party has breached its representations, warranties or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period, (iv) if the Merger has not been consummated by the one year anniversary of the Merger Agreement, or (v) if Enterprise’s shareholders fail to approve the Merger Agreement and any other matters required to be approved by Company’s shareholders in order to permit consummation of the transactions contemplated by the Merger Agreement. Additionally, Independent may terminate the Merger Agreement if the Enterprise board of directors changes its recommendation that its shareholders vote to adopt and approve the Merger Agreement.

The Merger Agreement further provides that a termination fee of $22,488,000 will be payable by Enterprise in connection with the termination of the Merger Agreement under certain circumstances.

The foregoing summaries of the Merger Agreement and the Voting Agreements are not complete and are qualified in their entirety by reference to the full text of the Merger Agreement and form of Voting Agreement, which are attached as Exhibit 2.1 and Exhibit 99.1, respectively, to this Form 8-K and are incorporated herein by reference in their entirety.

The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between Enterprise and Independent instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties will not survive consummation of the Merger, and were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any factual information regarding Enterprise or Independent, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Enterprise, Independent, their respective affiliates or their respective businesses, the Merger Agreement and the Merger Transaction that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a proxy statement of Enterprise and a prospectus of Independent, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings that each of Enterprise and Independent have made and will make with SEC.