INDEPENDENT BANK CORP
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
INDB$84.81-0.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) Documents Filed as Part of this Report
(1) The following financial statements are incorporated herein by reference from Item 8 hereto:
Management’s Report on Internal Control over Financial Reporting.
Reports of Independent Registered Public Accounting Firm.
Consolidated balance sheets as of December 31, 2025 and 2024.
Consolidated statements of income and comprehensive income for each of the years in the three-year period ended December 31, 2025.
Consolidated statements of stockholders’ equity for each of the years in the three-year period ended December 31, 2025.
Consolidated statements of cash flows for each of the years in the three-year period ended December 31, 2025.
Notes to Consolidated Financial Statements.
(2) All schedules for which provision is made in the applicable accounting regulations of the SEC are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements and related notes thereto.
(3) The exhibits that are filed as part of this Report, are list below in the Exhibits Index.
(b) The exhibits that are filed as part of this Report are listed below in the Exhibits Index.
(c) All schedules are omitted as the required information is not applicable or the information is presented in the Consolidated Financial Statements or related notes.
Exhibits Index
| No. | Exhibit |
| 2.1 | Agreement and Plan of Merger dated December 8, 2024 by and among Independent Bank Corp., Enterprise Bancorp, Inc., Rockland Trust Company, and Enterprise Bank and Trust Company, incorporated herein by reference to Exhibit 2.1 to Form 8-K filed on December 9, 2024. |
| 3.1 | Restated Articles of Organization, as adopted July 16, 2015, incorporated herein by reference to Exhibit 3.2 to Form 8-K filed on July 20, 2015. |
| 3.2 | Amended and Restated By-Laws of the Company, incorporated herein by reference to Exhibit 3.1 to Form 8-K filed on June 25, 2025. |
| 4.1 | Specimen Common Stock Certificate, incorporated herein by reference to Form 10-K for the year ended December 31, 1992, filed on March 29, 1993 (paper filing). |
| 4.2 | Indenture of Registrant relating to the Junior Subordinated Debt Securities issued to Independent Capital Trust V, incorporated herein by reference to Exhibit 4.13 to Form 10-K for the year ended December 31, 2006, filed on February 28, 2007. |
| 4.3 | Forms of Capital Securities Purchase Agreements for Independent Capital Trust V, incorporated herein by reference to Exhibit 4.18 to Form 10-K for the year ended December 31, 2006, filed on February 28, 2007. |
| 4.4 | Form of Certificate of Junior Subordinated Debt Security for Independent Capital Trust V, incorporated herein by reference to Exhibit A to Exhibit 4.13 to Form 10-K for the year ended December 31, 2006, filed on February 27, 2007. |
| 4.5 | Form of Certificate of Capital Security for Independent Capital Trust V incorporated herein by reference to Exhibit A-1 to Exhibit 4.15 to Form 10-K for the year ended December 31, 2006, filed on February 27, 2007. |
| 4.6 | Amended and Restated Declaration of Trust for Independent Capital Trust V, incorporated herein by reference to Exhibit 4.15 to Form 10-K for the year ended December 31, 2006, filed on February 28, 2007. |
| 4.7 | Guarantee Agreement relating to Independent Capital Trust V, incorporated herein by reference to Exhibit 4.17 to Form 10-K for the year ended December 31, 2006, filed on February 28, 2007. |
| 4.8 | Independent Bank Corp. 2014 Dividend Reinvestment and Stock Purchase Plan, incorporated herein by reference to Form S-3 filed on October 26, 2023.# |
| 4.9 | Description of Securities, incorporated herein by reference to Exhibit 4.11 to Form 10-K for the year ended December 31, 2019, filed on February 27, 2020.* |
| 4.10 | Base Indenture, dated as of March 25, 2025 by and between Independent Bank Corp. and U.S. Bank Trust Company, National Association, as trustee, incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on March 25, 2025. |
| 4.11 | Supplemental Indenture, dated as of March 25, 2025 by and between Independent Bank Corp. and U.S. Bank Trust Company, National Association, as trustee, incorporated herein by reference to Exhibit 4.2 to Form 8-K filed on March 25, 2025. |
| 4.12 | Form of 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035, incorporated herein by reference to Exhibit 4.3 to Form 8-K filed on March 25, 2025. |
| 10.1 | Independent Bank Corp. and Rockland Trust Company Deferred Compensation Program for Directors (restated as amended as of December 1, 2000), incorporated herein by reference to Exhibit 10.3 to Form 10-K for the year ended December 31, 2000, filed on March 29, 2001. # |
| 10.2 | Independent Bank Corp. and Rockland Trust Company 2019 Non-qualified Deferred Compensation Plan for Non-Employee Directors, incorporated herein by reference to Exhibit 10.2 to Form 10-K for the year ended December 31, 2019, filed on February 28, 2019. # |
| 10.3 | Form of Indemnification Agreement between Independent Bank Corp. and certain Directors, incorporated herein by reference to Exhibit 10.3 to Form 10-K for the year ended December 31, 2018, filed on February 28, 2019. # |
| 10.4 | Rockland Trust Company Amended and Restated Supplemental Executive Retirement Plan, incorporated herein by reference to Exhibit 99.8 to Form 8-K filed on November 21, 2008.# |
| 10.5 | Salary Continuation Agreement dated as of July 15, 2025 by and between the Bank and George L. Duncan, incorporated by reference to Exhibit 10.39.1 to Enterprise’s Form 8-K filed on July 20, 2025, as amended by From 8-K/A filed on February 23. 2006. # |
| 10.6 | Salary Continuation Agreement dated as of July 15, 2025 by and between the Bank and Richard W. Main, incorporated by reference to Exhibit 10.39.2 to Enterprise’s Form 8-K filed on July 20, 2025, as amended by From 8-K/A filed on February 23. 2006. # |
| 10.7 | First Amendment dated as of December 19, 2008 to Salary Continuation Agreement dated as of July 15, 2025 by and between the Bank and George L. Duncan, incorporated by reference to Exhibit 10.1.1 to Enterprise’s Form 8-K filed on December 24. 2008. # |
| 10.8 | First Amendment dated as of December 19, 2008 to Salary Continuation Agreement dated as of July 15, 2025 by and between the Bank and Richard W. Main, incorporated by reference to Exhibit 10.1.2 to Enterprise’s Form 8-K filed on December 24. 2008. # |
| 10.9 | Rockland Trust Company Third Amended and Restated 401(k) Restoration Plan, incorporated herein by reference to Exhibit 10.4 to Form 10-K for the year ended December 31, 2017, filed on February 27, 2018. # |
| 10.10 | Independent Bank Corp. and Rockland Trust Company Second Amended and Restated Non-qualified Deferred Compensation Plan, incorporated herein by reference to Exhibit 10.7 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024. # |
| 10.11 | Employment Agreement between Mark J. Ruggiero and Rockland Trust, incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on April 1, 2019. # |
| 10.12 | Employment Agreement between Jeffrey J. Tengel, Independent and Rockland Trust, incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on January 11, 2023. # |
| 10.13 | Employment Agreement between Maria Harris and Rockland Trust, incorporated herein by reference to Exhibit 10.12 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024. # |
| 10.14 | Independent Bank Corp. 2017 Executive Incentive Plan, incorporated herein by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2017 filed on May 4, 2017. # |
| 10.15 | Independent Bank Corp. Second Amended and Restated 2005 Employee Stock Plan, incorporated herein by reference to Annex A to the Definitive Proxy Statement filed on March 25, 2014. # |
| 10.16 | Chief Executive Officer Three Year Time Vesting Restricted Stock Agreement under 2005 Employee Stock Plan, incorporated herein by reference to Exhibit 10.15 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024. # |
| 10.17 | Chief Executive Officer Five Year Time Vesting Restricted Stock Agreement under 2005 Employee Stock Plan, incorporated herein by reference to Exhibit 10.16 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024. # |
| 10.18 | Form of Independent Bank Corp. Executive Officer Time Vesting Restricted Stock Agreement, incorporated herein by reference to Exhibit 10.20 to Form 10-K for the year ended December 31, 2022, filed on February 28, 2022. # |
| 10.19 | Independent Bank Corp. 2018 Nonemployee Director Stock Plan, incorporated herein by reference to Exhibit 4.1 to Form S-8 filed on May 18, 2018. # |
| 10.20 | Amendment No. 1 to Independent Bank Corp. 2018 Non-Employee Director Restricted Stock Plan, filed herewith.* |
| 10.21 | Independent Bank Corp. 2018 Restricted Stock Agreement for Non-employee Directors, incorporated herein by reference to Exhibit 10.21 to Form 10-K for the year ended December 31, 2018, filed on February 28, 2019. # |
| 10.22 | Independent Bank Corp. 2010 Non-employee Director Stock Plan, incorporated herein by reference to Exhibit 99.1 to Form 8-K filed on May 24, 2010. # |
| 10.23 | Independent Bank Corp. Stock Option Agreement for Non-employee Director, incorporated herein by reference to Exhibit 99.2 to Form 8-K filed on May 24, 2010. # |
| 10.24 | Independent Bank Corp. 2023 Omnibus Incentive Plan, incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on May 18, 2023. # |
| 10.25 | Independent Bank Corp. Key Executive Severance Plan, incorporated herein by reference to Exhibit 10.23 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024. # |
| 10.26 | Independent Bank Corp. Key Executive Change in Control Severance Plan, incorporated herein by reference to Exhibit 10.24 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024. # |
| 10.27 | Form of Chief Executive Officer Performance Based Restricted Stock Award Agreement, incorporated herein by reference to exhibit 10.1 to Form 10-Q filed on May 7, 2025. # |
| 10.28 | Form of Executive Officer Performance Based Restricted Stock Award Agreement, incorporated herein by reference to exhibit 10.2 to Form 10-Q filed on May 7, 2025. # |
| 10.29 | Form of Officer Performance Based Restricted Stock Award Agreement, incorporated herein by reference to exhibit 10.3 to Form 10-Q filed on May 7, 2025. # |
| 10.30 | Form of Chief Executive Officer Time-Vesting Restricted Stock Award Agreement, incorporated herein by reference to exhibit 10.4 to Form 10-Q filed on May 7, 2025. # |
| 10.31 | Form of Executive Officer Time-Vesting Restricted Stock Award Agreement, incorporated herein by reference to exhibit 10.5 to Form 10-Q filed on May 7, 2025. # |
| 10.32 | Form of Officer Time-Vesting Restricted Stock Award Agreement, incorporated herein by reference to exhibit 10.6 to Form 10-Q filed on May 7, 2025. # |
| 10.33 | Form of Chief Executive Officer Time-Vesting Restricted Stock Award Agreement, filed herewith.* |
| 10.34 | Form of Executive Officer Time-Vesting Restricted Stock Award Agreement, filed herewith.* |
| 10.35 | Form of Officer Time-Vesting Restricted Stock Award Agreement, filed herewith.* |
| 19.1 | Policy to Prevent Insider Trading 2023, incorporated herein by reference to Exhibit 19.1 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024. |
| 21.1 | Subsidiaries of Independent Bank Corp.* |
| 23.1 | Consent of Independent Registered Public Accounting Firm* |
| 31.1 | Section 302 Certification of Sarbanes-Oxley Act of 2002.* |
| 31.2 | Section 302 Certification of Sarbanes-Oxley Act of 2002.* |
| 32.1 | Section 906 Certification of Sarbanes-Oxley Act of 2002.+ |
| 32.2 | Section 906 Certification of Sarbanes-Oxley Act of 2002.+ |
| 97 | Independent Bank Corp. Incentive Compensation Recovery Policy, incorporated herein by reference to Exhibit 97 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024. |
| 101 | The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document |
| 104 | Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101) |
| * | Filed herewith |
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| + | Furnished herewith |
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| # | Management contract or compensatory plan or arrangement. |
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