8-K12/9/2024INDEPENDENT BANK CORP.Massachusetts1-9047781878-61000000776901false00007769012024-12-092024-12-090000776901dei:MailingAddressMember2024-12-092024-12-09

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 and Exchange Act of 1934

DATE OF REPORT:
December 9, 2024
(Date of Earliest Event Reported)

Massachusetts
(State or Other Jurisdiction of Incorporation)
1-904704-2870273
(Commission File Number)(I.R.S. Employer identification No.)
INDEPENDENT BANK CORP.
Office Address:2036 Washington Street,Hanover,Massachusetts02339
Mailing Address:288 Union Street,Rockland,Massachusetts02370
(Address of principal executive offices, including zip code)

NOT APPLICABLE
(Former Address of Principal Executive Offices)

(781)-878-6100
(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 (see General Instruction A.2. below):
☒Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐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 ClassTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par value per shareINDBNASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17CFR 230.405)) or Rule 12b-2 of the Exchange Act (17CFR 240.12b-2).
Emerging growth company☐

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. ☐






ITEM 8.01OTHER EVENTS

On December 9, 2024, Independent Bank Corp., a Massachusetts corporation (“Independent”) (NASDAQ Global Select Market: INDB) and Enterprise Bancorp, Inc., a Massachusetts corporation (“Enterprise”) (NASDAQ Global Select Market: EBTC) issued a joint press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated December 8, 2024, pursuant to which, subject to the terms and conditions set forth therein, Independent will acquire Enterprise and Rockland Trust Company, a Massachusetts-chartered trust company and wholly-owned subsidiary of Independent, will acquire Enterprise Bank and Trust Company, a Massachusetts trust company and wholly-owned subsidiary of Enterprise. A copy of the joint press release issued by Independent and Enterprise announcing the transaction ("the Press Release") is attached as Exhibit 99.1 and is incorporated by reference.

In addition, Independent is furnishing supplemental presentation materials used in connection with a conference call held to discuss the transaction with analysts and investors. The presentation materials are included as Exhibit 99.2 and is incorporated by reference.

ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS

d. The following exhibits are included with this Report:
Exhibit Index
Exhibit #Exhibit Description
99.1
99.2
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This communication may contain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Independent and Enterprise, the expected timing of completion of the proposed transaction, and other statements that are not historical facts. Such statements reflect the current views of Independent and Enterprise with respect to future events and financial performance, and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs, expectations, plans, predictions, forecasts, objectives, assumptions or future events or performance, are forward-looking statements. Forward-looking statements often, 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 failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); (11) the failure to obtain Enterprise shareholder approval or to satisfy any of the other conditions to the proposed transaction on a timely basis or at all or other delays in completing the proposed transaction; (12) 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; (13) the outcome of any legal proceedings that may be instituted against Independent or Enterprise; (14) the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the 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 do business; (15) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (16) diversion of management’s attention from ongoing business operations and opportunities; (17) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; (18) the dilution caused by Independent’s issuance of additional shares of its capital stock in connection with the proposed transaction; (19) 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 (20) other factors that may affect the future results of Independent and Enterprise.

Additional factors that could cause results to differ materially from those described above can be found in Independent’s Annual Report on Form 10-K for the year ended December 31, 2023 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” 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 (the “SEC”) and available in the “Investor Relations” section of Independent’s website, www.rocklandtrust.com, under the heading “SEC Filings” and in other documents Independent files with the SEC, and in Enterprise’s Annual Report on Form 10-K for the year ended December 31, 2023 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such reports, as well as in subsequent SEC filings, each of which is on file with and available in the “Investor Relations” section of Enterprise’s website, www.enterprisebanking.com, under the heading “SEC Filings” and in other documents Enterprise files with the SEC. All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Independent nor Enterprise assumes any obligation to update forward-looking statements to 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 law. As 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 statement.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication is being made with respect to the proposed transaction involving Independent and Enterprise. This material is not a solicitation of any vote or approval of the Enterprise shareholders and is not a substitute for the proxy statement/prospectus or any other documents that Independent and Enterprise may send to their respective shareholders in connection with the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.



In connection with the proposed transaction between Independent and Enterprise, Independent will file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) that will that will include a proxy statement for a special meeting of Enterprise’s shareholders to approve the proposed transaction and that will also constitute a prospectus for the Independent common stock that will be issued in the proposed transaction, as well as other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF INDEPENDENT AND ENTERPRISE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Enterprise will mail the proxy statement/prospectus to its shareholders. Shareholders are also urged to carefully review and consider Independent’s and Enterprise’s public filings with the SEC, including, but not limited to, their respective proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Copies of the Registration Statement and of the proxy statement/prospectus and other filings incorporated by reference therein, as well as other filings containing information about Independent and Enterprise, can be obtained, free of charge, as they become available at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Independent Investor Relations, 288 Union Street, Rockland, Massachusetts 02370, telephone (774) 363-9872 or to Enterprise Bancorp, Inc., 222 Merrimack Street, Lowell, MA 01852, Attention: Corporate Secretary, telephone (978) 656-5578.


PARTICIPANTS IN THE SOLICITATION

Independent, Enterprise, and certain of their respective directors, executive officers and employees may, under the SEC’s rules, be deemed to be participants in the solicitation of proxies from the shareholders of Enterprise in connection with the proposed transaction. Information regarding Independent’s directors and executive officers is available in its definitive proxy statement relating to its 2024 Annual Meeting of Shareholders, which was filed with the SEC on March 28, 2024, and its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024, and other documents filed by Independent with the SEC. Information regarding Enterprise’s directors and executive officers is available in its definitive proxy statement relating to its 2024 Annual Meeting of Shareholders, which was filed with the SEC on April 3, 2024, and its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 8, 2024 and other documents filed by Enterprise with the SEC. Other information regarding the persons who may, under the SEC’s rules, be deemed to be participants in the proxy solicitation of Enterprise’s shareholders in connection with the proposed transaction, and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus regarding the proposed transaction and other relevant materials filed with the SEC when they become available, which may be obtained free of charge as described in the preceding paragraph.






SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned and hereunto duly authorized.
INDEPENDENT BANK CORP.
Date:December 9, 2024By:/s/Patricia M. Natale
PATRICIA M. NATALE
General Counsel and Corporate Secretary






















Exhibit 99.1

imagea.jpg image1a.jpg

Joint News Release

Independent Bank Corp. and Enterprise Bancorp, Inc. Sign Merger Agreement for Rockland Trust to Acquire Enterprise Bank

The agreement will unite two relationship-driven organizations and expand Rockland Trust’s footprint into northern Massachusetts and southern New Hampshire.

Rockland, Massachusetts and Lowell, Massachusetts (December 9, 2024) - Independent Bank Corp. (NASDAQ Global Select Market : INDB) (“Independent”), parent of Rockland Trust Company (“Rockland Trust”), and Enterprise Bancorp, Inc. (NASDAQ Global Select Market: EBTC) (“Enterprise”), parent of Enterprise Bank and Trust Company (“Enterprise Bank”), have signed a definitive merger agreement pursuant to which Enterprise will merge into Independent and Enterprise Bank will merge into Rockland Trust in a cash and stock transaction for total consideration valued at approximately $562 million in aggregate, or $45.06 per share based on the Independent closing price of $71.77 on December 6, 2024.

The merger agreement provides that Enterprise shareholders will receive 0.60 shares of Independent common stock and $2.00 in cash for each share of Enterprise common stock they hold. 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 portion of the merger consideration they will receive.

Independent anticipates issuing approximately 7.5 million shares of its common stock and paying an aggregate amount of $27.1 million in cash in the merger. The merger is expected to close in the second half of 2025 subject to customary closing conditions, including regulatory approvals and approval of Enterprise shareholders. No vote of Independent shareholders is required.

“Enterprise Bank is the perfect merger partner for Rockland Trust, consistent with all aspects of our outstanding long-term merger track record. Rockland Trust and Enterprise Bank share a deep commitment to strengthening our local communities by putting people and relationships first. Both institutions believe that banking is about making a meaningful, positive difference in the lives of local families and businesses,” said Jeffrey Tengel, the President and Chief Executive Officer of Independent Bank Corp. “We look forward to extending Rockland Trust’s footprint in northern Massachusetts, as well as entering the New Hampshire market. Together, our combined institution will bring expanded convenience and additional products and services to the communities we are proud to serve.”



“From the very start, Enterprise Bank has been dedicated to helping our communities succeed. That vision has inspired our long-standing commitment to our customers’ success, product innovation and community service,” said Steven Larochelle, the Chief Executive Officer of Enterprise Bancorp, Inc. “We are excited to join an organization that lives these same values. Our customers will benefit from the additional products, services and technology Rockland Trust offers while continuing to experience the personal relationships they deserve.”

Enterprise Bank was founded in 1989 in Lowell, MA and conducts its business from 27 full-service branches in Massachusetts and New Hampshire. Rockland Trust does not plan to close any Enterprise Bank branches and intends to maintain a significant presence in Lowell. As of September 30, 2024, Enterprise Bank had $4.7 billion in total assets, $3.8 billion in net loans, $4.2 billion in deposits and $1.5 billion in wealth assets under management and administration.

“Following this merger, Rockland Trust will have approximately $25 billion in assets and $8.7 billion in wealth assets under administration. In addition to expanding our branch footprint north and into New Hampshire, this acquisition will further enhance our core deposit franchise and provide opportunities for us to introduce our full suite of banking solutions, wealth management services, and comprehensive financial advice to new businesses and households,” said Tengel.

The merger is expected to be approximately 16% accretive to Independent’s earnings per share in 2026, the first full year of combined operations, assuming full phase-in of cost savings. Independent anticipates the transaction will meet its three year or less tangible book value earn back hurdle rate. Combined merger-related charges are expected to be approximately $61.2 million before tax, in the aggregate. As part of the transaction, Independent plans to raise approximately $250 million in subordinated debt prior to the transaction closing. Post close, Board Chair and Enterprise Bank founding member, George Duncan, will become an advisor to the Independent Board and Larochelle will serve as a consultant for Rockland Trust for one year. Additionally, Independent will appoint two Enterprise directors to its board following the merger.

The boards of directors of each company have unanimously approved the transaction. Enterprise’s directors and executive officers who currently own, in the aggregate, about 20.4% of Enterprise’s outstanding shares have signed voting agreements pursuant to which they have agreed to vote their shares in favor of the merger.

Independent was advised by Keefe, Bruyette & Woods, Inc., A Stifel Company, and used Simpson Thacher & Bartlett LLP as its legal counsel. Enterprise was advised by Piper Sandler and used Hunton Andrews Kurth LLP as its legal counsel.


CONFERENCE CALL INFORMATION

At 10:00 a.m. Eastern Standard Time on Monday, December 9, 2024 Jeffrey Tengel, Chief Executive Officer and Mark Ruggiero, Chief Financial Officer and Executive Vice President of Consumer Lending, will host a conference call to discuss the Enterprise Bank transaction. Internet access to the call is available on the Company’s website at www.RocklandTrust.com or via telephonic access by dial-in at 1-888-336-7153 reference: INDB. A replay of the call will be available by calling 1-877-344-7529, Replay Conference Number: 6499206 and will be available


through December 16, 2024. Additionally, a webcast replay will be available until December 9, 2025.






INDEPENDENT BANK CORP. / ROCKLAND TRUST CONTACTS:

Investor Relations:
Gerry Cronin, Director of Investor Relations
Rockland Trust Company
(774) 363-9872
Gerard.Cronin@rocklandtrust.com

Media:
Emily McDonald, Vice President, Corporate Marketing
Rockland Trust Company
(781) 982-6650
Emily.McDonald@rocklandtrust.com

ENTERPRISE BANCORP, INC. / ENTERPRISE BANK CONTACTS

Investor Relations:
Joe Lussier, Chief Financial Officer & Treasurer, EVP
Enterprise Bank
(978) 656-5578
Joe.Lussier@ebtc.com

Media:
Matthew Coggins, Chief Marketing & Communications Officer
Enterprise Bank
(978) 656-5708
Matthew.Coggins@ebtc.com

ABOUT INDEPENDENT BANK CORP.

Independent Bank Corp. (NASDAQ Global Select Market: INDB) is the holding company for Rockland Trust Company, a full-service commercial bank headquartered in Massachusetts. With retail branches in Eastern Massachusetts and Worcester County as well as commercial banking and investment management offices in Massachusetts and Rhode Island, Rockland Trust offers a wide range of banking, investment, and insurance services to individuals, families, and businesses. The Bank also offers a full suite of mobile, online, and telephone banking services. Rockland Trust is an FDIC member and an Equal Housing Lender.





ABOUT ENTERPRISE BANCORP, INC.

Enterprise Bancorp, Inc. (NASDAQ Global Select Market: EBTC) is a Massachusetts corporation that conducts substantially all its operations through Enterprise Bank and Trust Company, commonly referred to as Enterprise Bank, and has reported 140 consecutive profitable quarters. Enterprise Bank is principally engaged in the business of attracting deposits from the general public and investing in commercial loans and investment securities. Through Enterprise Bank and its subsidiaries, the Company offers a range of commercial, residential and consumer loan products, deposit products and cash management services, electronic and digital banking options, as well as wealth management, and trust services. The Company's headquarters and Enterprise Bank's main office are located at 222 Merrimack Street in Lowell, Massachusetts. The Company's primary market area is the Northern Middlesex, Northern Essex, and Northern Worcester counties of Massachusetts and the Southern Hillsborough and Southern Rockingham counties in New Hampshire. Enterprise Bank has 27 full-service branches located in the Massachusetts communities of Acton, Andover, Billerica (2), Chelmsford (2), Dracut, Fitchburg, Lawrence, Leominster, Lexington, Lowell (2), Methuen, North Andover, Tewksbury (2), Tyngsborough and Westford and in the New Hampshire communities of Derry, Hudson, Londonderry, Nashua (2), Pelham, Salem and Windham.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This communication may contain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Independent and Enterprise, the expected timing of completion of the proposed transaction, and other statements that are not historical facts. Such statements reflect the current views of Independent and Enterprise with respect to future events and financial performance, and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs, expectations, plans, predictions, forecasts, objectives, assumptions or future events or performance, are forward-looking statements. Forward-looking statements often, 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 failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); (11) the failure to obtain Enterprise shareholder approval or to satisfy any of the other conditions to the proposed transaction on a timely basis or at all or other delays in completing the proposed transaction; (12) 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; (13) the outcome of any legal proceedings that may be instituted against Independent or Enterprise; (14) the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the 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 do business; (15) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (16) diversion of management’s attention from ongoing business operations and opportunities; (17) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; (18) the dilution caused by Independent’s issuance of additional shares of its capital stock in connection with the proposed transaction; (19) 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 (20) other factors that may affect the future results of Independent and Enterprise.

Additional factors that could cause results to differ materially from those described above can be found in Independent’s Annual Report on Form 10-K for the year ended December 31, 2023 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” 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 (the “SEC”) and available in the “Investor Relations” section of Independent’s website, www.rocklandtrust.com, under the heading “SEC Filings” and in other documents Independent files with the SEC, and in Enterprise’s Annual Report on Form 10-K for the year ended December 31, 2023 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such reports, as well as in subsequent SEC filings, each of which is on file with and available in the “Investor Relations” section of Enterprise’s website, www.enterprisebanking.com, under the heading “SEC Filings” and in other documents Enterprise files with the SEC.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Independent nor Enterprise assumes any obligation to update forward-looking statements to 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 law. As 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 statement.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication is being made with respect to the proposed transaction involving Independent and Enterprise. This material is not a solicitation of any vote or approval of the Enterprise shareholders and is not a substitute for the proxy statement/prospectus or any other documents that Independent and Enterprise may send to their respective shareholders in connection with the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

In connection with the proposed transaction between Independent and Enterprise, Independent will file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) that will that will include a proxy statement for a special meeting of Enterprise’s shareholders to approve the proposed transaction and that will also constitute a prospectus for the Independent common stock that will be issued in the proposed transaction, as well as other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF INDEPENDENT AND ENTERPRISE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Enterprise will mail the proxy statement/prospectus to its shareholders. Shareholders are also urged to carefully review and consider Independent’s and Enterprise’s public filings with the SEC, including, but not limited to, their respective proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Copies of the Registration Statement and of the proxy statement/prospectus and other filings incorporated by reference therein, as well as other filings containing information about Independent and Enterprise, can be obtained, free of charge, as they become available at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Independent Investor Relations, 288 Union Street, Rockland, Massachusetts 02370, telephone (774) 363-9872 or to Enterprise Bancorp, Inc., 222 Merrimack Street, Lowell, MA 01852, Attention: Corporate Secretary, telephone (978) 656-5578.


PARTICIPANTS IN THE SOLICITATION

Independent, Enterprise, and certain of their respective directors, executive officers and employees may, under the SEC’s rules, be deemed to be participants in the solicitation of proxies from the shareholders of Enterprise in connection with the proposed transaction. Information regarding Independent’s directors and executive officers is available in its definitive proxy statement relating to its 2024 Annual Meeting of Shareholders, which was filed with the SEC on March 28, 2024, and its


Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024, and other documents filed by Independent with the SEC. Information regarding Enterprise’s directors and executive officers is available in its definitive proxy statement relating to its 2024 Annual Meeting of Shareholders, which was filed with the SEC on April 3, 2024, and its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 8, 2024 and other documents filed by Enterprise with the SEC. Other information regarding the persons who may, under the SEC’s rules, be deemed to be participants in the proxy solicitation of Enterprise’s shareholders in connection with the proposed transaction, and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus regarding the proposed transaction and other relevant materials filed with the SEC when they become available, which may be obtained free of charge as described in the preceding paragraph.

Category: Merger Releases

December 9, 2024 Merger Investor Presentation +

 
2 Disclaimer and Caution About Forward-Looking Statements CAUTION REGARDING FORWARD-LOOKING STATEMENTS This communication may contain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Independent and Enterprise, the expected timing of completion of the proposed transaction, and other statements that are not historical facts. Such statements reflect the current views of Independent and Enterprise with respect to future events and financial performance, and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs, expectations, plans, predictions, forecasts, objectives, assumptions or future events or performance, are forward-looking statements. Forward-looking statements often, 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 failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); (11) the failure to obtain Enterprise shareholder approval or to satisfy any of the other conditions to the proposed transaction on a timely basis or at all or other delays in completing the proposed transaction; (12) 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; (13) the outcome of any legal proceedings that may be instituted against Independent or Enterprise; (14) the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the 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 do business; (15) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (16) diversion of management’s attention from ongoing business operations and opportunities; (17) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; (18) the dilution caused by Independent’s issuance of additional shares of its capital stock in connection with the proposed transaction; (19) 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 (20) other factors that may affect the future results of Independent and Enterprise. Additional factors that could cause results to differ materially from those described above can be found in Independent’s Annual Report on Form 10-K for the year ended December 31, 2023 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” 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 (the “SEC”) and available in the “Investor Relations” section of Independent’s website, www.rocklandtrust.com, under the heading “SEC Filings” and in other documents Independent files with the SEC, and in Enterprise’s Annual Report on Form 10-K for the year ended December 31, 2023 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such reports, as well as in subsequent SEC filings, each of which is on file with and available in the “Investor Relations” section of Enterprise’s website, enterprisebancorp.q4ir.com, under the heading “SEC Filings” and in other documents Enterprise files with the SEC. All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Independent nor Enterprise assumes any obligation to update forward-looking statements to 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 law. As 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 statement.

 
3 Disclaimer and Caution About Forward-Looking Statements ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication is being made with respect to the proposed transaction involving Independent and Enterprise. This material is not a solicitation of any vote or approval of the Enterprise shareholders and is not a substitute for the proxy statement/prospectus or any other documents that Independent and Enterprise may send to their respective shareholders in connection with the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transaction between Independent and Enterprise, Independent will file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) that will that will include a proxy statement for a special meeting of Enterprise’s shareholders to approve the proposed transaction and that will also constitute a prospectus for the Independent common stock that will be issued in the proposed transaction, as well as other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF INDEPENDENT AND ENTERPRISE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Enterprise will mail the proxy statement/prospectus to its shareholders. Shareholders are also urged to carefully review and consider Independent’s and Enterprise’s public filings with the SEC, including, but not limited to, their respective proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Copies of the Registration Statement and of the proxy statement/prospectus and other filings incorporated by reference therein, as well as other filings containing information about Independent and Enterprise, can be obtained, free of charge, as they become available at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Independent Investor Relations, 288 Union Street, Rockland, Massachusetts 02370, telephone (781) 982-6737 or to Enterprise Bancorp, Inc., 222 Merrimack Street, Lowell, MA 01852, Attention: Corporate Secretary, telephone (978) 459-9000. PARTICIPANTS IN THE SOLICITATION Independent, Enterprise, and certain of their respective directors, executive officers and employees may, under the SEC’s rules, be deemed to be participants in the solicitation of proxies from the shareholders of Enterprise in connection with the proposed transaction. Information regarding Independent’s directors and executive officers is available in its definitive proxy statement relating to its 2024 Annual Meeting of Shareholders, which was filed with the SEC on March 28, 2024, and its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024, and other documents filed by Independent with the SEC. Information regarding Enterprise’s directors and executive officers is available in its definitive proxy statement relating to its 2024 Annual Meeting of Shareholders, which was filed with the SEC on April 3, 2024, and its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 8, 2024 and other documents filed by Enterprise with the SEC. Other information regarding the persons who may, under the SEC’s rules, be deemed to be participants in the proxy solicitation of Enterprise’s shareholders in connection with the proposed transaction, and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus regarding the proposed transaction and other relevant materials filed with the SEC when they become available, which may be obtained free of charge as described in the preceding paragraph.

 
4 • Founded by Chairman George Duncan in 1989 • Market capitalization of $453 million • Operate in vibrant economic markets with attractive demographics • Consistent, 35-year history of strong organic market expansion, growth, and profitability • Strong balance sheet with quality commercial loan and relationship-based deposit portfolios, favorable liquidity and capital positions, paired with a conservative credit culture • Strong liquidity position anchored through strong deposit market share • Exceptional core deposit base with a cost nearly 100bps better than peers Boston Manchester New Hampshire Massachusetts Springfield Enterprise Bancorp, Inc. Snapshot Source: S&P Capital IQ Pro Note: Financial data as of 9/30/2024; Market data as of 12/6/2024 27 Branches 573 FTE Employees 1989 Year Founded Headquarters: Lowell, MA Ticker: NASDAQ: EBTC CEO: Steven Larochelle Chairman: George Duncan Corporate Info ROAA: 0.80% ROATCE: 11.2% Net Interest Margin: 3.20% Efficiency Ratio: 69.1% YTD Profitability Assets: $4.74B Deposits: $4.19B Loans: $3.86B AUM & AUA: $1.51B Balance Sheet TCE / TA: 7.65% Leverage Ratio: 8.68% CET1 Ratio: 10.36% Total Capital Ratio: 13.07% Capital Ratios

 
5 Source: S&P Capital IQ Pro; Preliminary financial data as of the quarter ended 9/30/2024; Market data as of 12/6/2024 Note: Estimated financial impact is presented for illustrative purposes only. Includes purchase accounting marks and transaction related expenses; see Appendix for Pro Forma Net Income and EPS reconciliation. Pro Forma data is subject to various assumptions and uncertainties. See disclaimer “Caution Regarding Forward-Looking Statements" and slides 10 and 15 for key financial assumptions. (1) Includes impact of subordinated debt raise; 18.2% GAAP EPS accretion excluding subordinated debt raise (2) Includes one electronic branch Overview of Enterprise Bancorp Acquisition Pro Forma Combined Company Financially Attractive Acquisition Massachusetts New Hampshire Boston Enterprise is a key addition to attractive Boston area franchise INDB: 124 Branches(2) EBTC: 27 Branches 16.2% GAAP EPS Accretion (2026E)(1) ~3 Yrs TBV Earnback >20% Internal Rate of Return (IRR) 15.7% Pro Forma ROATCE (2026E) 1.41% Pro Forma ROAA (2026E) $25Bn in Assets $20Bn in Deposits $19Bn in Loans $8.7Bn of Wealth AUM 151 Branches $3.6Bn Market Cap

 
6 Source: S&P Capital IQ Pro (1) Core deposits defined as deposits less time deposit accounts with balances over $100,000, foreign deposits and unclassified deposits Strategic Rationale Continued Market Expansion Balance Sheet Strength Financially AttractiveLow Execution Risk ◼ Continuation of INDB’s successful long-term acquisition strategy of gradual geographic expansion ◼ Adds over $4 billion of deposits in demographically attractive markets, including Northern Massachusetts and Southern New Hampshire ◼ Adds over $1.5 billion of wealth assets under administration in adjacent markets ◼ Creates more density in eastern MA and offers us the opportunity to cross sell a broader product set into the Enterprise customer base. ◼ Low-cost deposit base comprised of over 85% core deposits(1) ◼ History of pristine asset quality with minimal charge-offs at EBTC ◼ The combination positions the company well for further net interest margin expansion ◼ INDB has a long track record of successful integration ◼ Similar culture, customer base and community focus ◼ Complementary business model ◼ INDB conducted comprehensive due diligence with support from independent third-party reviewers ◼ Meaningful EPS accretion ◼ Enhanced pro forma capital generation will support high levels of shareholder return ◼ Robust pro forma profitability ◼ Approximately three year tangible book value earnback Padlock

 
7 Hillsborough Rockingham Essex Middlesex Andover LawrenceLowell NH MA Key Expansion into Northern MA & Southern NH INDB EBTC 92% of EBTC branches located in Northern MA & Southern NH Counties Northern MA & Southern NH Branch Network Major Employers $112,083 2024 Median Household Income 8.6% ’24 – ’29 Proj. Median HHI Change 3.2% 2024 Unemployment Rate 1.9% ’24 – ’29 Proj. Population Change > 1.2mm 2024 Population Source: S&P Capital IQ Pro (1) Demographics based on pro forma deposit weighted average by county Key Region Demographics(1) Indicates key community

 
8 0.21 0.21 0.26 0.49 0.72 0.34 0.10 0.14 1.09 1.71 1.84 1.92 0.51 0.54 0.56 0.83 1.20 0.71 0.29 0.42 2.13 2.74 2.79 2.81 2015Y 2016Y 2017Y 2018Y 2019Y 2020Y 2021Y 2022Y 2023Y 2024Q1 2024Q2 2024Q3 EBTC EBTC Peers Core Deposits 87% Non-Core Deposits 13% 9/30/24 Deposit Portfolio Core Deposits $3,648,472 Non-Core Deposits $540,989 Total Deposits $4,189,461 Enterprise Deposit Franchise Source: S&P Capital IQ Pro and FRED; Financial data as of 9/30/2024 (1) Core deposits defined as deposits less time deposit accounts with balances over $100,000, foreign deposits and unclassified deposits (2) Cycle measured from 2021Q4 to 2024Q3 (3) Includes major exchange-traded banks headquartered in the Northeast with total assets between $1.5 billion and $15.0 billion Historically Low Cost of Deposits (3) Core Funding Focus No brokered deposits as of 9/30/24 (1) (1) Cycle Deposit Beta(2) 36% 50% EBTC EBTC Peers(3)

 
9 INDB EBTC Pro Forma Counties Branches Deposits ($bn) Market Share (%) Rank Branches Deposits ($mm) Market Share (%) Rank Branches Deposits ($mm) Market Share (%) Rank Plymouth, MA 28 4.7 25.2 1 – – – – 28 4.7 25.2 1 Middlesex, MA 15 1.3 1.6 17 13 2.3 2.7 11 28 3.6 4.3 8 Norfolk, MA 19 2.4 6.7 5 – – – – 19 2.4 6.7 5 Suffolk, MA 21 2.2 1.6 6 – – – – 21 2.2 1.6 6 Essex, MA 6 0.8 2.6 10 4 0.7 2.1 14 10 1.5 4.7 8 Bristol, MA 8 1.4 9.0 5 – – – – 8 1.4 9.0 5 Barnstable, MA 12 1.4 12.2 3 – – – – 12 1.4 12.2 3 Worcester, MA 8 0.6 2.6 11 2 0.3 1.4 21 10 0.9 4.0 9 Rockingham, NH – – – – 4 0.6 4.7 7 4 0.6 4.7 7 Nantucket, MA 3 0.4 35.1 1 – – – – 3 0.4 35.1 1 Hillsborough, NH – – – – 4 0.4 2.8 7 4 0.4 2.8 7 Dukes, MA 4 0.2 15.8 2 – – – – 4 0.2 15.8 2 Strategic Market Share Positioning Source: S&P Capital IQ Pro Note: Deposit market share data as of 6/30/2024 (1) Includes one electronic branch INDB Standalone County EBTC Standalone County Pro Forma County Creating Top 10 Market Share in all Counties of Operation (1)

 
10 (1) Based on INDB’s market price of $71.77 and EBTC’s market price of $36.45 as of 12/6/2024 (2) Assumes 138,970 EBTC options are cashed out with merger consideration (3) Based on EBTC estimated 2026 EPS of $3.97 per INDB management (4) Pay-to-trade calculated as transaction tangible book value multiple divided by the buyer’s standalone tangible book value multiple Transaction Structure and Terms ◼ 0.6000x shares of Independent common stock and $2.00 per share in cash to be exchanged for each share of Enterprise common stock ◼ Pro forma ownership: ~ 85% INDB / ~15% EBTC Structure and Exchange Ratio ◼ Conducted thorough due diligence across business functions with independent third-party support ◼ Customary regulatory and Enterprise shareholder approvals required ◼ Expected closing: Second Half of 2025 Diligence & Timing ◼ $45.06 per Enterprise share(1) ◼ Aggregate Consideration: $562 million(2) Transaction Value ◼ P/TBV: 1.55x ◼ P/ 2026 EPS: 11.3x(3) ◼ Pay-to-Trade: 1.00x(4) ◼ Market Premium: 24%(1) ◼ Agreements in place for retention of key Enterprise talent, including CEO Steven Larochelle consulting for a one-year term ◼ Two directors from EBTC will be appointed | Pro forma board: 14 directors ◼ George Duncan, Chairman and Founder, to stay on as advisor to INDB’s BOD for one year post close Board Representation & Management Implied Transaction Metrics

 
11 Estimated Financial Impact Source: S&P Global Market Intelligence Note: Estimated financial impact is presented for illustrative purposes only. Includes purchase accounting marks and transaction related expenses; see Appendix for Pro Forma Net Income and EPS reconciliation. Pro Forma data is subject to various assumptions and uncertainties. See disclaimer “Caution Regarding Forward-Looking Statements" and slides 10 and 15 for key financial assumptions. (1) Excludes impact of loan interest rate mark and interest rate mark on other assets and liabilities (2) Excludes subordinated debt raise (3) Commercial real estate per definition in regulatory guidance; includes non-owner occupied real estate, multifamily loans, construction and development loans and loans to finance commercial real estate, construction and land development activities not secured by real estate; excludes owner occupied CRE (4) Presented assuming fully phased-in cost savings and assuming full year impact for illustrative purposes (9.8%) TBV Dilution ~3 Yrs TBV Earnback 9.4% TCE Ratio 15.6% Total Capital Ratio 12.6% CET1 Ratio 308% CRE(3) / Total Capital 16.2% 2026E EPS Accretion (2.7%) TBV Dilution <2 Yrs TBV Earnback 7.0% 2026E EPS Accretion(2) Financially Compelling Transaction With $250 Million Subordinated Debt Raise Robust Pro Forma Capital Including Rate Marks Excluding Rate Marks(1) 1.41% 2026E Pro Forma ROAA 15.7% 2026E Pro Forma ROATCE 0.98% ’24 YTD Standalone ROAA 10.1% ’24 YTD Standalone ROATCE Meaningfully Advances INDB’s Go- Forward Profitability(4)

 
12 15.7% 13.7% 12.7% 11.9% INDB Pro Forma Top Quartile Median INDB Standalone 1.41% 1.32% 1.27% 1.14% INDB Pro Forma Top Quartile INDB Standalone Median Pro Forma Profitability Relative to Peers Source: S&P Capital IQ Pro & FactSet Note: Estimated financial impact is presented for illustrative purposes only. Includes purchase accounting marks and transaction related expenses; see Appendix for Pro Forma Net Income and EPS reconciliation. Pro Forma data is subject to various assumptions and uncertainties. See disclaimer “Caution Regarding Forward-Looking Statements" and slides 10 and 15 for key financial assumptions. Note: Pro forma peers include publicly traded banks listed under a major-exchange in the U.S. with assets between $20-$50bn Note: Based on market data as of 12/6/2024 Return on Avg. Assets (2026E) Return on Average Tangible Common Equity (2026E) +14bps +387bps

 
13 Construction 5% Residential R.E. 17% Multifamily 12% Owner Occupied CRE 8% Non-Owner Occupied CRE 37% Commercial & Industrial 13% Consumer & Other 8% Demand Deposits 29% NOW & Other Trans. Acct. 16% MMDA & Other Savings 37% Retail Time Deposits 7% Jumbo Time Deposits 11% Pro Forma Loan & Deposit Distribution Source: S&P Capital IQ Pro Note: Loan data per GAAP filings as of 9/30/2024; INDB deposit data per BHC regulatory filings as of 9/30/2024; EBTC deposit data per GAAP filings as of 9/30/2024 Note: Totals may not sum due to rounding Note: Retail Time Deposits < $100k and Jumbo Time Deposits > $100k (1) Excludes purchase accounting adjustments PRO FORMA L o a n s D e p o s it s Demand Deposits 26% NOW & Other Trans. Acct. 16% ​ 0% MMDA & Other Savings 42% Retail Time Deposits 3% Jumbo Time Deposits 13% Construction 13% Residential R.E. 11% Multifamily 16% Owner Occupied CRE 17% Non-Owner Occupied CRE 29% Commercial & Industrial 11% Consumer & Other 3% Demand Deposits 29% NOW & Other Trans. Acct. 16% MMDA & Other Savings 38% Retail Time Deposits 6% Jumbo Time Deposits 11% Construction 7% Residential R.E. 16% Multifamily 13% Owner Occupied CRE 10% Non-Owner Occupied CRE 35% Commercial & Industrial 12% Consumer & Other 7% $14.4B $3.9B $18.2B $15.4B $4.2B $19.6B Yield: 5.61% Yield: 5.62%Yield: 5.63% COD: 1.75% L/D: 93.0% COD: 1.92% L/D: 92.1% COD: 1.78% L/D: 92.8% (1)

 
14 Historical Net Interest Margin 3.46 3.54 3.23 3.25 3.29 3.54 3.51 3.20 3.19 3.22 3.27 3.23 3.08 3.15 3.12 3.00 3.25 3.50 3.75 2022Y 2023Y 2024Q1 2024Q2 2024Q3 N e t In te re s t M a rg in ( % ) INDB EBTC Peer Median INDB & EBTC versus Pro Forma Peers(1) Source: S&P Capital IQ Pro (1) Includes publicly traded banks listed under a major-exchange in the U.S. with assets between $20-$50bn ▪ INDB & EBTC’s NIM has closely tracked over the past several years ▪ Benefit from strong low-cost deposit funding bases ▪ Adverse impact from lagged repricing of the sizable CRE and residential real estate loan buckets ▪ INDB loan beta of 29% for the 4Q21 – 3Q24 period vs. 22% for EBTC Highlights

 
15 Key Transaction Assumptions ◼ INDB Earnings per Street Consensus ◼ EBTC Earnings per INDB Management Earnings ◼ Core Deposit Intangible of 3.75% of Enterprise’s core deposits; amortized over 10 years using sum-of-years digits methodIntangibles ◼ Estimated cost savings of approximately 30% of Enterprise’s annual operating expense ▪ 50% phase-in during 2025 and 100% in 2026 and thereafter ◼ $61.2 million of pre-tax one-time merger expenses; fully reflected in pro forma TBV dilution at closing Cost Savings & Merger Costs ◼ ~$150.1 million pre-tax loan write down accreted over 5 years ◼ After-tax AOCI of ~$62.6 million is accreted over 5 years ◼ ~ $7.7 million pre-tax write-down to equity associated with other rate related marks to assets and liabilities Rate Marks ◼ Gross credit mark of $69.5 million or 1.80% of Enterprise loans ▪ 75% Non-PCD / 25% PCD ▪ Non-PCD loans accreted sum-of-years digits method over 5 years ▪ Day 2 CECL reserve equal to 1.0x Non-PCD credit mark Credit ◼ Assumes ~5% of deposits runoff the pro forma balance sheet ◼ Modeled close as of 9/30/2025 Other ◼ $250 million of subordinated debt raised(1) Subordinated Debt Raise (1) Subordinated debt raised with a 7.25% coupon

 
16 ◼ Independent Bancorp’s experienced credit team took a multifaceted approach in loan review across all major business lines augmented by multiple leading independent third-party review and valuation teams ◼ Included thorough examination of underwriting and credit standards along with the alignment of credit cultures ◼ Assessed 45% of total commercial balances, over 100% of notes with balances over $4.2MM ◼ Target areas included: ◼ 90% of NOO Office > $2.5MM ◼ 85% of Multifamily >$3MM including construction ◼ 65% of all construction ◼ 95% of participations ◼ 90% of criticized balances, 97% of those >$500K ◼ Focus on top lending relationships, largest loans in various segments, and reviewed in context of current market conditions, etc. Comprehensive Due Diligence Conducted Due Diligence Scope of Review ◼ Comprehensive due diligence review of EBTC completed over a three-month period ◼ Diligence review covered all functional areas, in addition to business strategies, clients, associates, and culture ◼ Heightened diligence focus surrounding loan portfolio and credit administration Key Diligence Focus AreasCredit Review Summary Credit Risk Management Finance / Accounting Branch Network Commercial Banking Consumer Banking Human Resources Legal Regulatory / Compliance Information Technology Operations ALCO / Liquidity

 
17 ◼ No branch closings are planned with this merger ◼ Continuing presence in Lowell ◼ Rockland Trust received an “Outstanding” Community Reinvestment Act rating in 2023, the most recent assessment ◼ A history of exceptional, relationship-oriented customer service: o Rockland Trust awarded 2023 Greenwich Excellence Award for Middle Market Banking Overall Satisfaction in the North East o Rockland Trust Named the #1 Bank in Massachusetts according to Forbes in 2024 ◼ Both banks embrace supportive corporate cultures and consistently appear in The Boston Globe’s “Top Places To Work” list ◼ Community development financing provided through initiatives to support affordable housing, community services for LMI individuals and areas ◼ Affordable homeownership: innovative and flexible residential lending and home loans to LMI borrowers, including active participation in ONE Mortgage program ◼ Extensive Small Business lending, including SBA 504 and 7a loan programs ◼ Partnerships, investments and participation with community development financial institutions ◼ Equity investments in Low Income Housing Tax Credits (LIHTC) ◼ Unique Financial Literacy programs Continuing Community Commitment Rockland Trust, like Enterprise Bank, has always operated with a strong community focus: ◼ Both banks are recognized for community leadership and philanthropy ◼ Combined charitable giving and community sponsorship of over $5.7MM(1) ◼ Recognized as top charitable contributors in MA ◼ Colleagues serve in leadership capacity on hundreds of non-profit boards ◼ Combined 41,000 volunteer hours recorded in 2023 Meaningful commitment to the communities we serve: (1) 2023 Rockland Trust $4.2MM; Enterprise $1.5MM

 
18 6.6 7.4 7.9 8.5 8.6 13.2 13.9 19.3 19.3 19.4 0.6 0.3 0.2 0.4 2.8 6.5 4.7 7.2 7.7 8.1 8.9 11.4 20.4 24.2 2015Y 2016Y 2017Y 2018Y 2019Y 2020Y 2021Y 2022Y 2023Y 2024Q3 Continuation of Successful Long-Term Acquisition Strategy Total Assets, ($Bn) Source: S&P Capital IQ Pro (1) Excludes purchase accounting adjustments (1)

 
Appendix

 
20 ($ in millions) INDB Standalone Earnings (1) 264.6 EBTC Standalone Earnings (2) 49.4 After-Tax Cost Savings 27.4 Other Impacts to Earnings (3) (9.9) Subtotal $331.5 Accretion of Non-PCD Mark 11.9 Accretion of Interest Rate Marks 22.4 Accretion of AOCI 12.5 Core Deposit Intangible Amortiztion (16.8) Annual Earnings Power $361.5 (-) Dividends Paid (4) 113.9 Annual Retained Earnings $247.6 Appendix A: Capital Generation Combined Capital Generation Note: Estimated financial impact is presented for illustrative purposes only. Includes purchase accounting marks and transaction related expenses; see Appendix for Pro Forma Net Income and EPS reconciliation. Pro Forma data is subject to various assumptions and uncertainties. See disclaimer “Caution Regarding Forward-Looking Statements" and slides 10 and 15 for key financial assumptions. (1) INDB 2026E earnings per consensus estimates as of 12/6/2024 (2) EBTC 2026E earnings per INDB management (3) Includes opportunity cost of transaction related charges, full phase-in of Durbin Amendment impact, reinvestment of proceeds from subordinated debt raise, opportunity cost of cash used to fund deposit runoff, and the interest expense on subordinated debt raised (4) Assumes a $2.28 dividend per share (5) Risk-weighted assets at close estimated at $18.7 billion (6) Excludes impact of loan interest rate mark and interest rate mark on other assets and liabilities; Risk-weighted assets at close estimated at $18.7 billion +132bps CET1 Annually(5) +114bps CET1 Annually Excl. Rate Marks(6) 2026 Combined Earnings Capital Impact

 
21 Appendix B: Enterprise CRE Portfolio Detail Source: Company Filings Non-Owner Occupied CRE Commercial Construction • Non-Owner Occupied CRE growth driven by continued customer demand and business development efforts • Commercial construction loan growth driven primarily by residential development projects to meet the strong demand for housing in their market area • Office loans amounted to 5% of total loans and were located mainly in suburban areas • Multifamily loans amounted to 16% of total loans Multi-Family 28% 1-4 Family 16% Office 12% Retail 11% Industrial/Warehouse Building 9% Self Storage Facility 2% Resid Condo 3% Mixed Use-Resid 3%Mixed Use-Cmml 3% Other 13% Multi-Family 28% Resid Condos 18% Land 13% Resid Single Lot 13% Commercial 7% Revolv for Resid SubDiv 5% Storage Facility 4% Other 12% $1.6B (41% of loan portfolio) $674mm (17% of loan portfolio) Highlights

 
22 Appendix C: Illustrative Pro Forma Earnings Reconciliation Inc. Rate Ex. Rate Marks Marks(1) ($ in millions except for per share figures) 2026Y 2026Y INDB Earnings $264.6 $264.6 EBTC Earnings 49.4 49.4 Combined Earnings $314.0 $314.0 After-Tax Merger Adjustments Cost Savings 27.4 27.4 Accretion of Rate Related Marks 34.9 0.0 Accretion of Non-PCD Mark 11.9 11.9 Interest Expense on Debt Issued (13.3) 0.0 Expense Savings on Deposit Runoff 6.3 6.3 Reinvestment of Remaining Proceeds from Debt Issued 0.8 0.0 Core Deposit Intangible Amortization (16.8) (16.8) Other Adjustments(2) (3.7) (10.0) Total Merger Adjustments $47.5 $18.7 Pro Forma Earnings $361.5 $332.7 INDB Standalone Earnings Per Share $6.23 $6.23 Standalone INDB Shares Outstanding 42.5 42.5 Shares Issued to EBTC 7.5 7.5 Pro Forma Shares Outstanding 49.9 49.9 Pro Forma Earnings Per Share $7.24 $6.66 Pro Forma EPS Accretion ($) $1.01 $0.43 Pro Forma EPS Accretion (%) 16.2% 7.0% Note: Estimated financial impact is presented for illustrative purposes only. Includes purchase accounting marks and transaction related expenses; see Appendix for Pro Forma Net Income and EPS reconciliation. Pro Forma data is subject to various assumptions and uncertainties. See disclaimer “Caution Regarding Forward-Looking Statements" and slides 10 and 15 for key financial assumptions. (1) Excludes impact of subordinated debt raise (2) Includes opportunity cost of transaction related charges and full phase-in of Durbin Amendment impact; in the excluding rate makes case, additionally includes opportunity cost of cash used to fund deposit runoff

 
23 Goodwill Reconciliation ($ in millions) At Close Transaction Consideration $562.2 EBTC Standalone Common Equity 397.7 Less: Excise Tax on Cash Consideration (0.3) Less: Goodwill and Intangibles (5.7) EBTC Standalone TBV 391.8 FMV Adjustments Loan Interest Rate Mark (150.1) Loan Credit Mark (69.5) Reversal of ALLL 66.1 Other rate related marks (7.7) Total FMV Adjustments (161.2) Deferred Tax Asset / (Liability) 45.3 EBTC Adjusted TBV 275.9 Implied Premium 286.3 Premium Allocation Core Deposit Intangible 131.8 Deferred Tax Asset / (Liability) (37.1) Net CDI Allocation 94.7 Goodwill Allocation $191.6 Appendix D: Tangible Book Value Dilution Reconciliation TBV Reconciliation ($ in millions except for per share figures) At Close INDB Standalone Common Equity $3,094.4 Less: Goodwill and Intangibles (993.8) INDB Standalone Tangible Common Equity $2,100.6 Merger Adjustments Stock Consideration to EBTC 535.2 Goodwill (191.6) CDI (131.8) Deal Charge (48.0) CECL (37.4) Pro Forma Tangible Common Equity $2,227.0 INDB Standalone Shares Outstanding 42.5 INDB Standalone TBV per Share $49.45 Pro Forma Shares Outstanding 49.9 Pro Forma TBV per Share $44.60 TBV per Share Dilution ($) ($4.85) TBV per Share Dilution (%) (9.8%) Note: Estimated financial impact is presented for illustrative purposes only. Includes purchase accounting marks and transaction related expenses; see Appendix for Pro Forma Net Income and EPS reconciliation. Pro Forma data is subject to various assumptions and uncertainties. See disclaimer “Caution Regarding Forward-Looking Statements" and slides 10 and 15 for key financial assumptions.

 
v3.24.3
DEI Document
Dec. 09, 2024
Entity Information [Line Items]  
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, $0.01 par value per share
Entity File Number 1-9047
Entity Registrant Name INDEPENDENT BANK CORP.
Document Type 8-K
Document Period End Date Dec. 09, 2024
Entity Incorporation, State or Country Code MA
Entity Tax Identification Number 04-2870273
City Area Code 781
Entity Address, Address Line One 2036 Washington Street,
Entity Address, City or Town Hanover,
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02339
Trading Symbol INDB
Security Exchange Name NASDAQ
Local Phone Number 878-6100
Entity Central Index Key 0000776901
Amendment Flag false
Written Communications true
Soliciting Material false
Pre-commencement Issuer Tender Offer false
Pre-commencement Tender Offer false
Mailing Address [Member]  
Entity Information [Line Items]  
Entity Address, Address Line One 288 Union Street,
Entity Address, City or Town Rockland,
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02370
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