INDB Independent Bank Corporation

As filed with the Securities and Exchange Commission on January 27, 2025.

File No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Independent Bank Corp.

(Exact name of Registrant as specified in its charter)

Office Address: 2036 Washington Street, Hanover, Massachusetts 02339

Mailing Address: 288 Union Street, Rockland, Massachusetts 02370

(781) 878-6100

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Patricia M. Natale, Esq.

General Counsel

Independent Bank Corp.

2036 Washington Street, Hanover, Massachusetts 02339

(781) 878-6100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

THE REGISTRANT AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

its shareholders to approve the merger agreement (the “Enterprise merger proposal”). Information about the Enterprise special meeting and the mergers is contained in the accompanying proxy statement/prospectus. We urge you to read this document carefully and in its entirety.

The Enterprise special meeting will be held solely by means of remote communication at [ ], on [ ], 2025 at [ ], Eastern Time.

The Enterprise board of directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger and bank merger, are fair to, and in the best interest of, Enterprise shareholders and unanimously recommends that holders of its common stock vote “FOR” each of the proposals to be considered at the Enterprise special meeting.

This proxy statement/prospectus provides you with detailed information about the merger agreement and the mergers. It also contains or references information about Independent and Enterprise and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 24 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about Independent and Enterprise from documents that have been filed with the U.S. Securities and Exchange Commission (“SEC”) that are incorporated into the accompanying proxy statement/prospectus by reference.

Your vote is very important. Approval of the Enterprise merger proposal will require the affirmative vote of the holders of at least two-thirds of the shares of Enterprise common stock outstanding and entitled to vote. Whether or not you plan to attend the Enterprise special meeting please take the time to vote by completing and mailing the enclosed proxy card. If Enterprise shareholders do not vote virtually or by proxy, it will have the same effect as a vote against the Enterprise merger proposal at the Enterprise special meeting.

Neither the SEC nor any state securities regulator has approved or disapproved the proposed mergers, including the issuance of Independent common stock to be issued in connection with the merger, or the other transactions described in this proxy statement/prospectus, or determined if the accompanying proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of Independent common stock are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or by any other federal or state governmental agency.

The accompanying proxy statement/prospectus is dated [ ], 2025, and is first being mailed to Enterprise shareholders on or about [ ], 2025.

ENTERPRISE BANCORP, INC.

222 Merrimack Street

Lowell, Massachusetts 01852

(978) 459-9000

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [ ], 2025

To the Shareholders of Enterprise Bancorp, Inc.:

You are invited to attend a special meeting (the “Enterprise special meeting”) of shareholders of Enterprise Bancorp, Inc. (“Enterprise”), the parent holding company of Enterprise Bank and Trust Company, to be held solely by means of remote communication on [ ], 2025 at [ ], Eastern Time.

The Enterprise special meeting has been called for the following purposes:

You may vote at the Enterprise special meeting if you were a shareholder of record at the close of business on [ ], 2025.

We ask that you remotely participate in the Enterprise special meeting in one of two ways:

Those planning to attend and participate in the Enterprise special meeting should call in or log on to the Enterprise special meeting virtual platform at least 15 minutes prior to the start of the Enterprise special meeting. Logging on to the Enterprise special meeting virtual platform at [ ] with your control number is the only way shareholders may participate by voting and asking questions at the Enterprise special meeting.

In the event there are not sufficient votes to approve the Enterprise merger proposal at the time of the Enterprise special meeting, the Enterprise special meeting may be adjourned or postponed in order to permit further solicitation of proxies by Enterprise.

The Enterprise board of directors unanimously recommends that you vote “FOR” the Enterprise merger proposal, “FOR” the Enterprise compensation proposal, and “FOR” the Enterprise adjournment proposal.

Under the provisions of the Massachusetts Business Corporation Act, as amended, the holders of Enterprise common stock are not entitled to dissenters’ rights of appraisal in connection with the merger.

By Order of the Board of Directors,

Steven Larochelle

Chief Executive Officer

EVEN IF YOU PLAN TO ATTEND THE ENTERPRISE SPECIAL MEETING BY MEANS OF REMOTE COMMUNICATION, PLEASE (1) VOTE ELECTRONICALLY USING THE INTERNET BY FOLLOWING THE INSTRUCTIONS INCLUDED WITH YOUR PROXY CARD, (2) VOTE BY PHONE BY FOLLOWING THE INSTRUCTIONS INCLUDED WITH YOUR PROXY CARD, OR (3) VOTE BY MAIL BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

IF YOU HAVE ANY QUESTIONS ABOUT VOTING YOUR SHARES, PLEASE CONTACT OUR PROXY SOLICITOR, GEORGESON LLC, AT (833) 880-8688.

REFERENCE TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Enterprise Bancorp, Inc. (“Enterprise”) and Independent Bank Corp. (“Independent”) from other documents that are not included in, or delivered with, this proxy statement/prospectus, including documents that Enterprise and Independent have filed with the U.S. Securities and Exchange Commission (“SEC”). For a listing of documents incorporated by reference herein, see the section entitled “Where You Can Find More Information” beginning on page 129. This information is available for you to review free of charge through the SEC’s website at http://www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference herein or other information concerning Enterprise or Independent, without charge, upon written or oral request to the applicable company’s principal executive offices. The respective addresses and phone numbers of such principal executive offices are listed below.

For business and financial information about Enterprise, please contact:

Enterprise Bancorp, Inc.

222 Merrimack Street

Lowell, Massachusetts 01852

Attention: John Koutsos, Secretary

(978) 459-9000

For business and financial information about Independent, please contact:

Independent Bank Corp.

288 Union Street

Rockland, Massachusetts 02370

Attention: Patricia M. Natale, General Counsel and Corporate Secretary

(781) 878-6100

To obtain timely delivery of these documents before the Enterprise special meeting, Enterprise shareholders must request the information no later than [ ], 2025 (which is five business days before the date of the Enterprise special meeting).

In addition, if you have questions about the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, contact Georgeson LLC, the proxy solicitor for Enterprise, toll-free at (833) 880-8688 or, for brokers and banks, collect at (218) 228-2799. You will not be charged for any of these documents that you request.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (“SEC”) by Independent (File No. [ ]), constitutes a prospectus of Independent under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock of Independent, par value $0.01 per share (“Independent common stock”) to be issued to Enterprise shareholders pursuant to the Agreement and Plan of Merger, dated as of December 8, 2024 (as it may be amended from time to time, the “merger agreement”), among Independent, Rockland Trust Company, Enterprise and Enterprise Bank and Trust Company.

This document also constitutes a notice of meeting and proxy statement of Enterprise under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

You should rely only on the information contained in or incorporated by reference herein in connection with any vote, the giving or withholding of any proxy or any investment decision in connection with the merger agreement. Independent and Enterprise have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference herein. This proxy statement/prospectus is dated [ ], 2025, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein. Further, you should not assume that the information incorporated by reference herein is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Enterprise shareholders nor the issuance by Independent of shares of Independent common stock pursuant to the merger agreement will create any implication to the contrary.

All currency amounts referenced in this proxy statement/prospectus are in U.S. dollars.

This document does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding Enterprise has been provided by Enterprise and information contained in this document regarding Independent has been provided by Independent. See “Where You Can Find More Information” beginning on page 129 for more details.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following are some questions that you may have about the mergers and the Enterprise special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 129.

In this proxy statement/prospectus, unless the context otherwise requires:

Questions and Answers About the Merger

In order to complete the merger, among other things, Enterprise shareholders must approve the merger agreement (the “Enterprise merger proposal”). Enterprise is holding a special meeting of Enterprise shareholders (the “Enterprise special meeting”) to obtain approval of the Enterprise merger proposal.

Enterprise shareholders will also be asked to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of Enterprise in

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connection with the transactions contemplated by the merger agreement (the “Enterprise compensation proposal”), and to approve the proposal to adjourn the Enterprise special meeting to solicit additional proxies (i) if there are insufficient votes at the time of the Enterprise special meeting to approve the Enterprise merger proposal or (ii) if adjournment is necessary or appropriate, to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Enterprise shareholders (the “Enterprise adjournment proposal”).

This document is also a prospectus that is being delivered to Enterprise shareholders because, pursuant to the merger agreement, Independent is offering shares of Independent common stock to Enterprise shareholders.

This proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the Enterprise special meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of Enterprise common stock voted by proxy without attending the Enterprise special meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

Independent’s common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “INDB.” Independent will not issue fractional shares of its common stock in the merger, but will instead pay cash for any fractional shares at a price determined by the volume weighted average closing price of Independent common stock on Nasdaq for the five trading days ending on the fifth trading day immediately preceding the closing date of the merger (the stock consideration and the cash consideration, together with cash received in lieu of fractional shares of Independent common stock, if any, the “merger consideration”).

After completion of the merger, (1) Enterprise will cease to exist, (2) Enterprise common stock will be delisted from Nasdaq and will cease to be publicly traded, and (3) the Enterprise common stock will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Independent shareholders will continue to own their existing shares of Independent common stock. See the information provided in the section entitled “The Merger Agreement—Structure of the Merger” beginning on page 84 and the merger agreement for more information about the merger.

Stock Options. Each stock option, whether vested or unvested, will fully vest and be cancelled at the effective time of the merger. On the closing date of the merger, Enterprise Bank or Enterprise will pay to the

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holders of such stock options cash (the “cash payment”) in an amount equal to the product of (i) the number of shares of Enterprise common stock provided for in each such stock option, multiplied by (ii) the excess, if any, of (x) the per share cash equivalent consideration (as defined below) over (y) the exercise price. Any stock option for which the exercise price per share of Enterprise common stock provided for in such stock option exceeds the per share cash equivalent consideration will be cancelled at the effective time of the merger without payment. The cash payment will be paid within five business days after the closing date of the merger, without interest and less applicable withholding taxes. For purposes of the merger agreement, “per share cash equivalent consideration” means the product (rounded to the nearest cent) obtained by multiplying (i) 0.6279 (which is the implied total exchange ratio taking into account both the cash and stock consideration) by (ii) the volume-weighted average trading price of a share of the Independent common stock on Nasdaq for the consecutive period of five full trading days ending on the day immediately preceding the closing date.

Restricted Stock Awards. Each share of restricted stock will fully vest at the effective time of the merger and be considered an outstanding share of Enterprise common stock entitled to receive the merger consideration. The merger consideration will be issued within five business days after the closing date of the merger, without interest and less applicable withholding taxes.

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Questions and Answers About the Special Meeting of Enterprise Shareholders

Even if you plan to attend the Enterprise special meeting, Enterprise recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Enterprise special meeting.

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In order to complete the merger, among other things, Enterprise shareholders must approve the Enterprise merger proposal. Neither the approval of the Enterprise compensation proposal nor the Enterprise adjournment proposal is a condition to the obligations of Independent or Enterprise to complete the merger.

In considering the recommendations of the Enterprise board of directors, Enterprise shareholders should be aware that Enterprise directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of Enterprise shareholders generally. For a more complete description of these interests, see the information provided in the section entitled “The Merger—Interests of Enterprise’s Executive Officers and Directors in the Merger” beginning on page 74.

Attendance at the Enterprise special meeting is not required to vote. See below and the section entitled “The Special Meeting of Enterprise Shareholders— Voting of Proxies” beginning on page 40 for instructions on how to vote your shares of Enterprise common stock without attending the Enterprise special meeting.

Proposal 2: Enterprise compensation proposal. Approval of the Enterprise compensation proposal requires that the votes cast favoring the proposal exceed the votes cast opposing the proposal.

Proposal 3: Enterprise adjournment proposal. Approval of the Enterprise adjournment proposal requires that the votes cast favoring the proposal exceed the votes cast opposing the proposal.

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Proxies submitted by mail must be received by the close of business on [ ]. Proxies submitted by telephone or through the Internet must be received by [ ] a.m., Eastern Time, on [ ].

Shares Held in Brokerage Accounts: If your shares are held through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you. If this is the case, this proxy statement/prospectus has been forwarded to you by your broker, bank or other nominee. You must provide the record holder of your shares with instructions on how to vote your shares. Otherwise, your broker, bank or other nominee may not vote your shares on any of the proposals to be considered at the Enterprise special meeting. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Enterprise or by voting at the Enterprise special meeting unless you provide a “legal proxy”, which you must obtain from your bank, broker or other nominee. Your bank, broker or other nominee is obligated to provide you with a voting instruction form for you to use. A so called “broker non-vote” will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter.

Under the current rules of applicable stock market exchanges, brokers, banks or other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with

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respect to “non-routine” matters. All of the proposals currently expected to be voted on at the Enterprise special meeting are non-routine matters under applicable stock market exchange rules for which brokers do not have discretionary authority to vote, and therefore it is not expected that there will be any broker non-votes at the Enterprise special meeting. However, if there are any broker non-votes, they will have (i) the same effect as a vote “AGAINST” the Enterprise merger proposal, (ii) no effect on the Enterprise compensation proposal, and (iii) no effect on the Enterprise adjournment proposal.

Enterprise Bancorp, Inc.

222 Merrimack Street

Lowell, Massachusetts 01852

(978) 459-9000

Attention: John A. Koutsos, Secretary

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Georgeson LLC

51 West 52^nd Street, 6^th Floor

New York, New York 10019

Toll-free number for Enterprise shareholders: (833) 880-8688

Brokers, banks and other nominees: (218) 228-2799

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RISK FACTORS

In addition to the other information included in this proxy statement/prospectus, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements,” Enterprise shareholders should carefully consider the following risks before deciding whether to vote for approval of the Enterprise merger proposal. In addition, Enterprise shareholders should read and consider the risks associated with the business of Independent because these risks will relate to the combined company. Certain of these risks with respect to the business of Independent can be found in Independent’s annual report on Form 10-K for the fiscal year ended December 31, 2023, and quarterly report on Form 10-Q for the quarter ended September 30, 2024, which reports are incorporated by reference into this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 129.

Risks Related to the Merger

Because the market price of Independent common stock will fluctuate, Enterprise shareholders cannot be sure of the trading price of the stock portion of the merger consideration they will receive.

In the merger, each share of Enterprise common stock issued and outstanding immediately prior to the effective time, except for (i) shares held as treasury stock or (ii) owned directly by Independent (other than, in the case of (ii), shares held in trust or custodial accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted), will be converted into the right to receive (i) 0.60 of a share of Independent common stock and (ii) $2.00 in cash. This exchange ratio is fixed and will not be adjusted for changes in the market price of either Independent common stock or Enterprise common stock. Changes in the price of Independent common stock between now and the time of the merger will affect the value that Enterprise shareholders will receive in the merger. Neither Independent nor Enterprise is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Independent common stock or Enterprise common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Independent’s businesses, operations and prospects, and regulatory considerations, many of which are beyond Enterprise’s and Independent’s control. Therefore, at the time of the Enterprise special meeting, Enterprise shareholders will not know the market value of the consideration that Enterprise shareholders will receive at the effective time. You should obtain current market quotations for shares of Independent common stock and for shares of Enterprise common stock.

The market price of Independent common stock after the merger may be affected by factors different from those currently affecting the shares of Enterprise common stock or Independent common stock.

In the merger, Enterprise shareholders will become Independent shareholders. Independent’s business differs from that of Enterprise. Accordingly, the results of operations of Independent and the market price of Independent common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Independent and Enterprise. For a discussion of the businesses of Independent and Enterprise and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 129.

The fairness opinion rendered to the Enterprise board of directors by Piper Sandler prior to the signing of the merger agreement does not reflect changes in events or circumstances occurring after the date of the opinion.

The opinion of Piper Sandler, financial advisor to Enterprise, was delivered on and dated December 8, 2024. This opinion does not reflect changes that may occur or may have occurred after the date on which it was

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delivered, including changes to the operations and prospects of Enterprise or Independent, changes in general market and economic conditions or other changes. Any of these changes may alter the relative value of Enterprise or Independent or the prices of shares of Enterprise common stock or Independent common stock by the time the merger is completed. The opinion does not speak as of the date the merger will be completed or as of any date other than the date of the opinion. For a description of the opinion of Enterprise’s financial advisor, please see “The Merger—Opinion of Enterprise’s Financial Advisor” beginning on page 57.

Enterprise will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Enterprise and, consequently, on Independent. These uncertainties may impair Enterprise’s ability to attract, retain and motivate key personnel until the merger is consummated, and could cause customers and others that deal with Enterprise to seek to change existing business relationships with Enterprise. Retention of certain employees may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles with Independent. If key employees depart because of issues relating to the uncertainty or difficulty of integration or a desire not to remain with Independent, Independent’s business following the merger could be harmed. In addition, the merger agreement restricts Enterprise from taking certain actions without the consent of Independent until the merger occurs, and generally requires Enterprise to continue its operations in the ordinary course, until completion of the merger. These restrictions may prevent Independent and Enterprise from pursuing attractive business opportunities that may arise prior to the completion of the merger. Please see the section entitled “The Merger Agreement – Conduct of Business Prior to the Consummation of the Merger” beginning on page 89 of this proxy statement/prospectus for a description of the restrictive covenants to which Enterprise is subject.

Independent may fail to realize all of the anticipated benefits of the merger, particularly if the integration of Independent’s and Enterprise’s businesses is more difficult than expected.

The success of the merger will depend, in part, on our ability to successfully combine the businesses of Independent and Enterprise. Independent may fail to realize some or all of the anticipated benefits of the transaction if the integration process takes longer or is more costly than expected. Furthermore, any number of unanticipated adverse occurrences for either the business of Enterprise or Independent may cause us to fail to realize some or all of the expected benefits. The integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. Each of these issues might adversely affect Independent, Enterprise or both during the transition period, resulting in adverse effects on Independent following the merger. As a result, revenues may be lower than expected or costs may be higher than expected and the overall benefits of the merger may not be as great as anticipated.

Some of the directors and executive officers of Enterprise may have interests and arrangements that may have influenced their decisions to support and recommend that you vote for the Enterprise merger proposal.

The interests of some of the directors and executive officers of Enterprise may be different from those of Enterprise shareholders, and certain directors and executive officers of Enterprise may be participants in arrangements that are different from, or are in addition to, those of Enterprise shareholders, including agreements in settlement of obligations to such officers under a pre-existing employment agreement and change in control agreements, employment or consulting agreements with Rockland Trust, service on a post-closing advisory board and provisions in the merger agreement relating to indemnification of directors and officers and insurance for directors and officers of Enterprise for events occurring before the merger. These interests are described in more detail in the section of this proxy statement/prospectus entitled “The Merger—Interests of Enterprise’s Executive Officers and Directors in the Merger” beginning on page 74.

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Independent may be unable to retain Independent and/or Enterprise personnel successfully after the merger is completed.

The success of the merger will depend in part on Independent’s ability to retain the talents and dedication of key employees currently employed by Independent and Enterprise. It is possible that these employees may decide not to remain with Independent or Enterprise, as applicable, while the merger is pending or with Independent after the merger is completed. If Independent and Enterprise are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, Independent and Enterprise could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, Independent’s business activities may be adversely affected, and management’s attention may be diverted from successfully integrating Independent and Enterprise to hiring suitable replacements, all of which may cause Independent’s business to suffer. In addition, Independent and Enterprise may not be able to locate or retain suitable replacements for any key employees who leave either company.

The unaudited pro forma condensed combined financial statements included in this proxy statement/prospectus are preliminary and the actual purchase price as well as the actual financial condition and results of operations of Independent after the merger may differ materially.

The unaudited pro forma condensed combined financial statements in this proxy statement/prospectus are presented for informational purposes only and do not necessarily indicate the financial results of the combined company had the companies been combined at the beginning of the periods presented, nor do they necessarily indicate the results of operations in future periods or the future financial position of the combined company. The results of operations of the combined company will be reported prospectively after closing following completion of the merger. Under the acquisition method of accounting, the assets and liabilities of Enterprise, as of closing, will be recorded by Independent at their estimated fair values and any excess of the merger consideration over the fair value of Enterprise’s net assets will be allocated to goodwill, if applicable. The unaudited pro forma condensed combined financial statements reflect the merger of Enterprise with and into Independent based upon estimated preliminary acquisition accounting adjustments. Actual adjustments will be made as of the effective date of the merger and, therefore, may differ from those reflected in the unaudited pro forma condensed combined financial statements. For more information, see “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 31.

Independent and Enterprise are expected to incur significant costs related to the merger and integration.

Independent and Enterprise have incurred and expect to incur significant, non-recurring costs in connection with negotiating the merger agreement and closing the merger. In addition, Independent will incur integration costs following the completion of the merger as Independent integrates the Enterprise business, including facilities and systems consolidation costs and employment-related costs.

Although Independent and Enterprise each expect the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the business, which should allow Independent and Enterprise to offset integration-related costs over time, there can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs in the near term or at all. Independent and Enterprise may also incur additional costs to maintain employee morale and to retain key employees. Independent and Enterprise will also incur significant legal, financial advisory, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger. Some of these costs are payable regardless of whether the merger is completed. See “The Merger Agreement—Fees and Expenses” beginning on page 102.

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A new 1% U.S. federal excise tax could be imposed on Independent in connection with the exchange of Enterprise common stock pursuant to the merger.

The Inflation Reduction Act of 2022 imposes a 1% excise tax on the fair market value of stock repurchased by “covered corporations” beginning in 2023 (the “Excise Tax”), including any redemptions, repurchases or exchanges of stock pursuant to an acquisitive reorganization. The Excise Tax is imposed on the covered corporation itself, not its shareholders from which the stock is redeemed or repurchased. In general, publicly traded domestic corporations are “covered corporations.” Because Independent is a Massachusetts corporation and its securities are or will be traded on Nasdaq, Independent believes that it is a “covered corporation” for this purpose. The effect of an acquisitive reorganization on a target corporation’s stock repurchase excise tax base is computed by first including in the fair market value of all target corporation stock exchanged in the merger, and then reducing this amount pursuant to the statutory exception in Section 4501(e)(1) of Code by the fair market value of the target corporation stock exchanged for property permitted to be received by target corporation shareholders without recognition of gain or loss under Section 354 of the Code. As a result of the exchange of Enterprise common stock pursuant to the merger, Independent will generally be subject to the stock repurchase excise tax to the extent of the fair market value of Enterprise common stock exchanged for cash.

In addition, for purposes of calculating the Excise Tax, covered corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. Certain exceptions may also apply to the Excise Tax. Whether and to what extent Independent would be subject to the Excise Tax would depend on a number of factors, including (i) the fair market value of the stock exchanged in connection with the merger, and (ii) other equity issuances within the same taxable year of the merger.

The merger agreement limits Enterprise’s ability to pursue alternatives to the merger.

The merger agreement contains provisions that limit Enterprise’s ability to solicit, initiate, encourage or take any actions to facilitate competing third- party proposals to acquire all or substantially all of Enterprise, subject to certain exceptions relating to the exercise of fiduciary duties by the Enterprise board of directors. These provisions, which include a $22,488,000 termination fee payable under certain circumstances, might discourage a potential competing acquiror that might have an interest in acquiring all or substantially all of Enterprise from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the merger, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire Enterprise than it might otherwise have proposed to pay.

Regulatory approvals may not be received, may take longer to receive than expected or may impose burdensome conditions that are not presently anticipated.

Before the merger may be completed, certain approvals or consents must be obtained from the various bank regulatory and other authorities of the United States and the Commonwealth of Massachusetts. These governmental entities, including the Federal Reserve Board, the FDIC and the Massachusetts Division of Banks, may impose conditions on the completion of the merger or require changes to the terms of the merger. While Independent and Enterprise do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of Independent following the merger, any of which might have a material adverse effect on Independent following the merger. Independent is not obligated to complete the merger if the regulatory approvals received in connection with the completion of the merger include any conditions or restrictions that would constitute a “materially burdensome regulatory condition,” as defined in the merger agreement.

There can be no assurance as to whether the regulatory approvals will be received or the timing of the approvals. For more information, see the section entitled “The Merger—Regulatory Approvals Required to Complete the Merger” of this proxy statement/prospectus beginning on page 80.

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If the merger is not consummated by December 8, 2025, either Independent or Enterprise may choose not to proceed with the merger.

Either Independent or Enterprise may terminate the merger agreement if the merger has not been completed by December 8, 2025, unless the failure of the merger to be completed has resulted from the failure of the party seeking to terminate the merger agreement to perform its obligations.

The shares of Independent common stock to be received by Enterprise shareholders as a result of the merger will have different rights from the shares of Enterprise common stock.

The rights associated with Enterprise common stock are different from the rights associated with Independent common stock. See the section of this proxy statement/prospectus entitled “Comparison of Rights of Shareholders of Independent and Shareholders of Enterprise” beginning on page 111 for a discussion of the different rights associated with Independent common stock.

Shareholders of Enterprise will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

As a result of the merger, the percentage ownership of every Enterprise shareholder in the combined company will be smaller than the Enterprise shareholder’s percentage ownership of Enterprise prior to the merger. Independent estimates that upon completion of the merger, current Enterprise shareholders will own approximately [ ]% of the outstanding shares of Independent common stock, and current Independent shareholders will own approximately [ ]% of the outstanding shares of Independent common stock.

Failure to complete the merger could negatively impact the future business and financial results of Enterprise.

If the merger is not completed for any reason, including the failure to receive the requisite Enterprise vote, the ongoing business of Enterprise may be adversely affected and Enterprise will be subject to several risks, including the following:

Enterprise also could be subject to litigation related to any failure to complete the merger or to enforcement proceedings commenced against Enterprise to perform its obligations under the merger agreement. If the merger is not completed, Enterprise cannot assure its Enterprise shareholders that the risks described above will not materialize and will not materially affect the business and financial results of Enterprise.

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Enterprise shareholders will not have dissenters’ rights in the merger.

Dissenters’ rights are statutory rights that, if applicable under law, enable Enterprise shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to Enterprise shareholders in connection with the extraordinary transaction. Under Section 13 of the MBCA, Enterprise shareholders do not have the right to receive the appraised value of their shares in connection with the merger.

Independent will be able to issue additional shares of its common stock in the future, which may adversely affect the market price of Independent common stock and dilute the holdings of existing Independent shareholders.

In the future, Independent may issue additional shares of Independent common stock in connection with another acquisition, to increase its capital resources or if Independent’s or Rockland Trust’s capital ratios fall below or near the regulatory required minimums. Additional common stock offerings may dilute the holdings of Independent’s existing shareholders or reduce the market price of Independent common stock, or both. Independent may also issue shares of Independent preferred stock, which may be viewed as having adverse effects upon the holders of common stock.

Shareholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of Independent and Enterprise.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the merger agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Independent’s and Enterprise’s respective liquidity and financial condition.

Although Enterprise and Independent are not aware of any pending or threatened lawsuits relating to the transactions contemplated by the merger agreement as of the date of this proxy statement/prospectus, lawsuits arising out of the transactions contemplated by the merger agreement could be filed in the future.

One of the conditions to the closing of the merger is that no order, injunction or decree issued by any court or government entity of competent jurisdiction or other legal restraint preventing the consummation of the merger, the bank merger or any of the other transactions contemplated by the merger agreement be in effect. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the merger, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the merger from being completed within the expected timeframe or at all, which may adversely affect Independent’s and Enterprise’s respective business, financial position and results of operations. Even if such injunction is eventually lifted and the merger is later completed, the resulting delays and costs incurred may continue to affect the combined company following the completion of the merger.

Additionally, there can be no assurance that any of the defendants will be successful in the outcome any potential lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect the combined company’s business, financial condition, results of operations and cash flows.

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In connection with the merger, Independent will assume Enterprise’s outstanding debt obligations at closing and plans to issue subordinated debt prior to closing, and Independent’s level of indebtedness following the completion of the merger could limit its financial flexibility.

In connection with the merger, Independent will assume Enterprise’s outstanding indebtedness. In addition, Independent plans to raise subordinated debt prior to the transaction closing. Independent’s existing debt, together with any future incurrence of additional indebtedness, could have important consequences for Independent’s creditors and Independent’s shareholders. For example, it could limit Independent’s ability to obtain additional financing and require a portion of cash flow from operations to be dedicated to the payment of principal and interest on Independent’s indebtedness.

Risks Related to Independent’s Business

You should read and consider risk factors specific to Independent’s business that will also affect Independent after the merger. These risks are described in the sections entitled “Risk Factors” in Independent’s Annual Report on Form 10-K for the year ended December 31, 2023 and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 129 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

Risks Relating to Enterprise’s Business

You should read and consider risk factors specific to Enterprise’s business that will also affect Independent following the completion of the merger. These risks are described in the sections entitled “Risk Factors” in Enterprise’s Annual Report on Form 10-K for the year ended December 31, 2023 and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 129 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of Independent and Enterprise and have been prepared to illustrate the financial effect of the merger of Enterprise with and into Independent. The following unaudited pro forma condensed combined financial statements combine the historical consolidated financial position and results of operations of Independent and its subsidiaries and Enterprise and its subsidiaries, as an acquisition by Independent of Enterprise using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of Enterprise will be recorded by Independent at their respective fair values as of the date the merger is completed.

The unaudited pro forma condensed combined financial information should be read in conjunction with:

The unaudited pro forma condensed combined balance sheet gives effect to the transaction as if the transaction had occurred on September 30, 2024. The unaudited pro forma condensed combined income statements for the nine months ended September 30, 2024 and the year ended December 31, 2023 give effect to the transaction as if the transaction had become effective on January 1, 2023.

The pro forma financial statements are provided for informational purposes only. The pro forma financial statements are not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the transactions been completed as of the dates indicated or that may be achieved in the future. The pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the pro forma financial statements.

These unaudited pro forma condensed combined financial statements reflect the merger of Enterprise with and into Independent based upon estimated preliminary acquisition accounting adjustments. Actual adjustments will be made as of the effective date of the merger and, therefore, may differ from those reflected in the unaudited pro forma condensed combined financial statements.

The unaudited pro forma financial statements do not necessarily indicate the financial results of the combined company had the companies been combined at the beginning of the periods presented, nor do they necessarily indicate the results of operations in future periods or the future financial position of the combined company. The results of operations of the combined company will be reported prospectively after closing following completion of the merger. Under the acquisition method of accounting, the assets and liabilities of Enterprise, as of closing, will be recorded by Independent at their estimated fair values and any excess of the merger consideration over the fair value of Enterprise’s net assets will be allocated to goodwill, if applicable.

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INDEPENDENT BANK CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

(in thousands)

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INDEPENDENT BANK CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

(in thousands, except per share data)

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INDEPENDENT BANK CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

(in thousands, except per share data)

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Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 1. Estimated Merger Costs

Estimated merger costs of $47.3 million (net of $13.9 million of taxes) are excluded from the pro forma financial statements. It is expected that these costs will be recognized over time. These cost estimates for both Independent and Enterprise are forward-looking. The type and amount of actual costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs. The current estimates of the merger costs, primarily comprised of anticipated cash charges, are as follows (amount in thousand):

Note 2. Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheets

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma combined balance sheet as of September 30, 2024, as follows:

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Note 3. Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma combined income statements for the year ended December 31, 2023, and for the nine months ended September 30, 2024, as follows:

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Note 4. Calculation of Estimated Merger Consideration and Preliminary Purchase Price Allocation

Estimated Merger Consideration

The total preliminary merger consideration is calculated as follows:

The total estimated merger consideration could significantly differ from the amounts presented in the unaudited pro forma financial statements due to fluctuations in Independent’s common stock price up to the effective date.

Preliminary Purchase Price Allocation

The following table sets forth a preliminary allocation of the estimated merger consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Enterprise based on Enterprise’s unaudited consolidated balance sheet as of September 30, 2024, with the excess recorded to goodwill:

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THE SPECIAL MEETING OF ENTERPRISE SHAREHOLDERS

This proxy statement/prospectus is being provided to holders of Enterprise common stock as of the close of business on the record date as Enterprise’s proxy statement in connection with the solicitation of proxies by and on behalf of the Enterprise board of directors to be voted at the Enterprise special meeting to be held solely by means of remote communication on [ ], 2025, and at any adjournment(s) or postponement(s) of the Enterprise special meeting. This proxy statement/prospectus is also being provided to you as Independent’s prospectus in connection with the offer and sale by Independent of its shares of common stock as a result of the proposed merger by and between Enterprise and Independent.

Date, Time and Place of the Enterprise Special Meeting

The Enterprise special meeting is scheduled to be held solely by means of remote communication at [ ], local time, on [ ], 2025. We ask that you remotely participate in the Enterprise special meeting in one of two ways:

Purpose of the Enterprise Special Meeting

At the Enterprise special meeting, Enterprise shareholders will be asked to consider and vote on the following proposals:

Completion of the merger is conditioned on, among other things, Enterprise shareholder approval of the Enterprise merger proposal. Enterprise will transact no business other than as listed above at the Enterprise special meeting, except for business properly brought before the Enterprise special meeting or any adjournment(s) or postponement(s) thereof.

Recommendation of the Enterprise Board of Directors

Based on Enterprise’s reasons for the merger described in the section of this proxy statement/prospectus entitled “The Merger –Enterprise’s Reasons for the Merger” beginning on page 54, the Enterprise board of directors has unanimously determined that the merger agreement and the merger are advisable to Enterprise and its shareholders and, accordingly, unanimously recommends that Enterprise shareholders vote “FOR” the Enterprise merger proposal, “FOR” the Enterprise compensation proposal and “FOR” the Enterprise adjournment proposal.

Record Date; Shares Entitled to Vote

The Enterprise board of directors has fixed the close of business on [ ], 2025 as the record date for the Enterprise special meeting, which is the date for determining the holders of EBTC common stock entitled to receive notice of and to vote at the Enterprise special meeting. You are entitled to vote if the records of Enterprise show that you held shares of Enterprise common stock as of the close of business on the record date. Beneficial owners of shares held in the name of a broker, bank or other nominee (“street name”) should instruct their record holder how to vote their shares. As of the close of business on the record date, [ ] shares of Enterprise common stock were outstanding and entitled to notice of, and to vote at, the Enterprise special

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meeting or any adjournment(s) or postponement(s) thereof. Each share of common stock has one vote on each matter presented to shareholders. If you are a beneficial owner of shares of Enterprise common stock held in “street name” and you want to vote your shares in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Quorum; Vote Required

We will have a quorum and will be able to conduct the business of the Enterprise special meeting only if a majority of the outstanding shares of Enterprise common stock entitled to vote is represented by means of remote communication or by proxy at the special meeting. If you return a valid proxy card or attend the meeting virtually, your shares will be counted for determining whether there is a quorum at the Enterprise special meeting, even if you abstain from voting. Broker non-votes also will be counted for determining the existence of a quorum at the Enterprise special meeting. A broker non-vote occurs when a broker, bank or other nominee holding shares of Enterprise common stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

Enterprise merger proposal:

Enterprise compensation proposal:

Enterprise adjournment proposal:

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Enterprise Voting Agreements

As of the close of business on the record date of [ ], 2025, the directors and executive officers of Enterprise individually or jointly owned an aggregate of [ ] shares of Enterprise common stock. This equals approximately [ ]% of the outstanding shares of Enterprise common stock. As a condition to Independent entering into the merger agreement, all of Enterprise’s directors and executive officers entered into voting agreements with Independent pursuant to which they agreed, among other things, to vote these shares of Enterprise common stock in favor of the Enterprise merger proposal. As of the same date, neither Independent nor any its subsidiaries, directors or executive officers owned any shares of Enterprise common stock. For more information about the Enterprise voting agreements, see “Voting Agreements,” beginning on page 103.

Voting of Proxies

You may vote by means of remote communication at the Enterprise special meeting or by proxy. To ensure your representation at the Enterprise special meeting, Enterprise recommends that you vote by proxy even if you plan to virtually attend the Enterprise special meeting. You can always change your vote at the Enterprise special meeting.

Enterprise shareholders whose shares are held in “street name” by their broker, bank or other nominee must follow the instructions provided by their broker, bank, or other nominee to vote their shares. Your broker or bank may allow you to deliver your voting instructions via the telephone or the Internet. If your shares are held in “street name” and you wish to vote at the special meeting, you will have to obtain a “legal proxy” from your record holder entitling you to vote at the Enterprise special meeting.

Voting instructions are included on your proxy form. If you properly complete and timely submit your proxy, your shares will be voted as you have directed. If you are the record holder of your shares of Enterprise common stock and submit your proxy without specifying a voting instruction, your shares of Enterprise common stock will be voted “FOR” the Enterprise merger proposal, “FOR” the Enterprise compensation proposal and “FOR” the Enterprise adjournment proposal. If you return an incomplete instruction card to your broker, bank or other nominee, that nominee will not vote your shares with respect to any matter.

How to Revoke Your Proxy

You may revoke your proxy at any time before it is voted by:

Attendance at the Enterprise special meeting will not, in and of itself, constitute a revocation of a proxy. All written notices of revocation and other communication with respect to the revocation of proxies should be addressed to:

Enterprise Bancorp, Inc.

Attention: John A. Koutsos, Secretary

222 Merrimack Street

Lowell, Massachusetts 01852

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Attending the Enterprise Special Meeting

The Enterprise special meeting is scheduled to be held solely by means of remote communication at [ ], local time, on [ ], 2025. All Enterprise shareholders as of the close of business on the record date, or their duly appointed proxies, may attend the Enterprise special meeting.

Shareholders may participate in the Enterprise special meeting by means of remote communication in one of two ways:

Shareholders will be provided the opportunity to ask questions and vote on matters submitted to shareholders unless you participate via the “listen only” option. Shareholders who wish to vote and ask questions during the Enterprise special meeting must have the control number provided on your proxy card when logging on at [ ]. Those without a control number may attend as guests of the Enterprise special meeting, but they will not have the option to vote their shares or ask questions during the Enterprise special meeting.

Those planning to attend and participate in the Enterprise special meeting by means of remote communication should call in or log onto the Enterprise special meeting virtual platform at least 15 minutes prior to the start of the Enterprise special meeting.

Anyone may enter the Enterprise special meeting as a guest in listen-only mode at [ ] with conference ID: [ ] or [ ], but only shareholders of record and beneficial owners of shares who have registered for the Enterprise special meeting may attend and participate in the Enterprise special meeting.

Whether or not you plan to attend the Enterprise special meeting, Enterprise requests that you complete, sign, date, and return the enclosed proxy card as soon as possible in the enclosed postage-paid envelope. This will not prevent you from voting virtually at the Enterprise special meeting but will assure that your vote is counted if you are unable to attend.

Registration for Beneficial Owners. If your shares are held in “street name” (i.e., you hold your shares through an intermediary, such as in a stock brokerage account or by a bank or other nominee), and you would like to ask a question and/or vote your shares at the Enterprise special meeting then you must register in advance in order to attend the special meeting by means of remote communication. To register, you must submit a legal proxy that reflects your proof of proxy power. The legal proxy must reflect your holdings of shares of Enterprise common stock, along with your name. Please forward a copy of the legal proxy, along with your email address, to Georgeson LLC (“Georgeson”). Requests for registration should be directed to Georgeson either by email to enterprisebancorp@georgeson.com (forwarding the email from your broker or attaching an image of your legal proxy) or by mail to Georgeson, 51 West 52^nd Street, 6^th Floor, New York, New York 10019.

Requests for registration must be labeled as “Legal Proxy” and be received by Georgeson no later than [ ], local time on [ ], 2025. You will receive a confirmation of your registration by email after Georgeson receives your registration materials. To attend the Enterprise special meeting by means of remote communication at [ ], you will need to enter the control number provided in the confirmation sent by Georgeson.

Proxy Solicitation

Enterprise is soliciting your proxy. Enterprise will pay for this proxy solicitation. In addition to soliciting proxies by mail, directors, officers, and employees of Georgeson, a proxy solicitation firm, will assist Enterprise in soliciting proxies for the Enterprise special meeting. Enterprise will pay Georgeson $12,500 plus out-of-pocket

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expenses and charges for telephone calls made and received in connection with the solicitation. Additionally, directors, officers and employees of Enterprise and Enterprise Bank may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies. Enterprise will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

Dissenters’ Rights of Appraisal

Under applicable Massachusetts law, the holders of Enterprise common stock are not entitled to dissenters’ rights of appraisal in connection with the merger.

Stock Certificates

You should not send in any certificates representing Enterprise common stock at this time. If the merger is approved, you will receive separate instructions for the exchange of your certificates representing Enterprise common stock. For more information regarding these instructions, please see the section in this document titled “The Merger Agreement – Exchange of Enterprise Shares” beginning on page 86 of this proxy statement/prospectus.

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PROPOSAL NO. 1

ENTERPRISE MERGER PROPOSAL

At the Enterprise special meeting, Enterprise shareholders will be asked to consider and vote on the Enterprise merger proposal. Holders of Enterprise common stock should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. Details about the merger, including each party’s reasons for the merger, the effect of approval of the merger agreement and the timing of effectiveness of the merger, are discussed in the section entitled “The Merger” beginning on page 45 of this proxy statement/prospectus.

Approval of the Enterprise merger proposal requires the presence of a quorum and the affirmative vote of the holders of at least two-thirds of the shares of Enterprise common stock entitled to vote at the Enterprise special meeting.

The Enterprise board of directors unanimously recommends that Enterprise shareholders vote “FOR” approval of the Enterprise merger proposal.

PROPOSAL NO. 2

ENTERPRISE COMPENSATION PROPOSAL

As required by Item 402(t) of Regulation S-K and Regulation 14A of the Exchange Act, Enterprise is providing its shareholders with the opportunity to cast an advisory, non-binding vote on the compensation that may become payable to its named executive officers in connection with the completion of the merger, as disclosed in the section of this document captioned “The Merger—Interests of Enterprise’s Executive Officers and Directors in the Merger,” beginning on page 74 of this document, and the related table and narratives.

Enterprise believes that the information regarding compensation that may become payable to its named executive officers in connection with the completion of the merger is reasonable and demonstrates that Enterprise’s executive compensation program was designed appropriately and structured to ensure the retention of talented executives and a strong alignment with the long-term interests of Enterprise shareholders. This vote is not intended to address any specific item of compensation, but rather the overall compensation that may become payable to Enterprise’s named executive officers in connection with the completion of the merger. In addition, this vote is separate and independent from the vote of shareholders to approve the Enterprise merger proposal.

Enterprise asks that its shareholders vote “FOR” the following resolution:

RESOLVED, that the compensation that may become payable to Enterprise’s named executive officers in connection with the completion of the merger, as disclosed in the section captioned “The Merger—Interests of Enterprise’s Executive Officers and Directors in the Merger,” beginning on page 74 of this document and the related tables and narrative, is hereby APPROVED.

Approval of this proposal is not a condition to the completion of the merger. Additionally, this vote is advisory and, therefore, it will not be binding on Enterprise, nor will it overrule any prior decision or require the Enterprise board of directors (or any committee thereof) to take any action. Accordingly, the merger-related compensation will be paid to Enterprise’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and other contractual arrangements even if Enterprise shareholders do not approve the proposals to approve the merger-related executive compensation.

Approval of the Enterprise compensation proposal requires the presence of a quorum and that the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions and broker non-votes will have no effect on the outcome of voting on this proposal.

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The Enterprise board of directors unanimously recommends that Enterprise stockholders vote “FOR” the approval of the Enterprise compensation proposal.

PROPOSAL NO. 3

ENTERPRISE ADJOURNMENT PROPOSAL

Enterprise is submitting a proposal for consideration at the Enterprise special meeting to authorize the named proxies to authorize the Enterprise board of director to adjourn or postpone the Enterprise special meeting, if necessary, to permit further solicitation of proxies in favor of the Enterprise merger proposal or to vote on other matters properly before the Enterprise special meeting or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to holders of Enterprise common stock. Even though a quorum may be present at the Enterprise special meeting, it is possible that Enterprise may not have received sufficient votes to approve the Enterprise merger proposal by the time of the meeting. In that event, the Enterprise board of directors would need to adjourn the Enterprise special meeting in order to solicit additional proxies. This proposal relates only to authorization of the Enterprise board of directors to adjourn or postpone the Enterprise special meeting, if necessary, to permit further solicitation of proxies in favor of the Enterprise merger agreement proposal or to vote on other matters properly before the Enterprise special meeting. If the Enterprise special meeting is adjourned for less than 30 days, Enterprise is not required to give notice of the time and place of the adjourned meeting if the new time and place is announced at the Enterprise special meeting before adjournment, unless the Enterprise board of directors fixes a new record date for the Enterprise special meeting.

Approval of the Enterprise adjournment proposal requires the presence of a quorum and that the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions and broker non-votes will have no effect on the outcome of voting on this proposal.

The Enterprise board of directors unanimously recommends that Enterprise shareholders vote “FOR” the Enterprise adjournment proposal or to vote on other matters properly before the special meeting.

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THE MERGER

The discussion in this proxy statement/prospectus of the merger and the principal terms of the merger agreement are subject to, and are qualified in their entirety by reference to, the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and is incorporated into this proxy statement/prospectus by reference.

Terms of the Merger

Each of Independent’s and Enterprise’s respective board of directors has unanimously adopted the merger agreement. The merger agreement provides that, 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, which is referred to as the merger. Following the merger, Enterprise Bank will merge with and into Rockland Trust, with Rockland Trust as the surviving bank, which is referred to as the bank merger.

In the merger, each share of Enterprise common stock issued and outstanding immediately prior to the effective time of the merger, (except for (i) certain shares held as treasury stock or (ii) owned directly by Independent (other than, in the case of (ii), shares held in trust or custodial accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted), will be converted into the right to receive (i) 0.60 of a share of Independent common stock and (ii) $2.00 in cash. Independent will not issue any fractional shares of its common stock in the merger, but will instead pay cash (determined on the basis of the volume-weighted average trading price per share of Independent common stock for the five consecutive trading days ending on the fifth trading day immediately preceding the closing date, rounded to the nearest whole cent as provided by Bloomberg L.P.) for any fractional share an Enterprise shareholder would otherwise receive after aggregating all of his or her shares.

Enterprise shareholders are being asked to approve the Enterprise merger proposal. See the section entitled “The Merger Agreement” beginning on page 45 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

As part of the ongoing consideration and evaluation of its long-term prospects and strategies, the Enterprise board of directors (which we refer to in this section as the “Enterprise board”) and the senior management of Enterprise have regularly reviewed and assessed Enterprise’s business strategies and objectives, including assessments of strategic growth opportunities potentially available to Enterprise. These strategic discussions have focused on, among other things, prospects and developments in the financial services industry, the regulatory environment, the economy and the financial markets generally, and the implications of such developments for financial institutions, generally, and for Enterprise, in particular. These strategic discussions were part of the continuous efforts of Enterprise to enhance value for its shareholders and deliver high quality services to its customers and communities.

These strategic reviews have also included assessments of ongoing consolidation in the financial services industry and the benefits and risks to Enterprise and its shareholders of strategic combination transactions compared to the benefits and risks of continued operation as a stand-alone company. Factors assessed in connection with these reviews have included the benefits and risks of operating in existing and new markets, competition, potential expense and revenue synergies, regulatory requirements, the interest rate environment, scale and diversification, credit risk, market risk and the impacts of rapidly changing technology and the delivery channels for products and services.

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Senior management of Enterprise and the Enterprise board also regularly meet with representatives of various investment banking firms experienced in the banking industry to discuss market conditions, industry trends, the performance of Enterprise, and potential capital and strategic business combination transaction opportunities.

The Independent board of directors (which we refer to in this section as the “Independent Board”) and senior management regularly consider Independent’s strategic growth opportunities, as part of ongoing efforts to enhance value for shareholders and other constituencies. Independent’s senior management, including Jeffrey Tengel, President and Chief Executive Officer of Independent, periodically has informal discussions with senior management and investment banker representatives of other financial institutions regarding potential strategic growth opportunities.

At its regularly scheduled meeting held virtually on October 24, 2023, the Enterprise board determined that the environment had changed significantly and that there were a number of reasons why a strategic combination with a larger institution could be a compelling transaction for its shareholders, including, but not limited to, increased competition, cost and risk of technology, compliance costs associated with increasing regulation, the interest rate environment, and succession planning considerations. Accordingly, the Enterprise board established a transaction committee (referred to in this section as the “Enterprise transaction committee”), with a majority of the committee members being independent directors, to consider, review and evaluate the various benefits, risks and other considerations of staying independent and continuing Enterprise’s strategic plan, as compared to actively pursuing strategic business combination transactions. The initial members of the Enterprise transaction committee were Executive Chairman George L. Duncan, Chief Executive Officer John P. (“Jack”) Clancy, Jr., President Richard W. Main, Kenneth S. Ansin, Lead Director James F. Conway, III, Jacqueline F. Moloney and Michael T. Putziger. The Enterprise board further authorized the Enterprise transaction committee to engage a financial advisor to perform a market analysis of the strategic alternatives available to Enterprise.

Enterprise routinely receives assistance from Piper Sandler & Co. (“Piper Sandler”) and other similar investment banking firms in connection with strategic considerations, including the state of the industry, capital markets opportunities and other matters. As authorized by the Enterprise board, Mr. Clancy contacted Piper Sandler in late October and early November to discuss Piper Sandler assisting the Enterprise transaction committee with its charge to evaluate strategic alternatives for Enterprise. From late 2023 through 2024, Piper Sandler discussed with the Enterprise board and the Enterprise transaction committee several potential opportunities and strategic alternatives, including Enterprise’s strategic outlook, Enterprise’s prospects on a stand-alone basis and the potential opportunities available to partner with a number of potential smaller targets, similar-sized partners and acquirers identified by Piper Sandler and the Enterprise transaction committee as partners that had both interest and ability to satisfy Enterprise’s strategic objectives in a business partnership. Larger partners identified and confirmed by the Enterprise transaction committee for further exploration included, among others, Independent, Company B and Company C. Such discussions also focused on, among other things, potential merger consideration mix and cultural and organizational synergies, as well as potential acquirers’ ability and willingness to consider how to achieve synergies from the combined institution.

The Enterprise transaction committee met virtually for the first time on January 22, 2024, together with representatives of Piper Sandler, and discussed, among other things, the responsibilities of the committee and the current state of the banking industry. The Enterprise transaction committee held another virtual meeting on January 31, 2024, at which representatives of Piper Sandler presented to the Enterprise transaction committee on the current banking environment, trends impacting the banking industry, including capital market and M&A trends, and Enterprise’s strategic considerations. Over the course of the next several months, the Enterprise transaction committee worked with Piper Sandler and Enterprise’s outside legal counsel, Hunton Andrews Kurth LLP (“Hunton”), on the charge given to the Enterprise transaction committee by the Enterprise board. In late February 2024, the Enterprise transaction committee concluded that exploring a strategic business combination with larger partners would be in the best interests of Enterprise, its shareholders and its other constituencies and

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accordingly determined that it would present to the Enterprise board at its March 2024 meeting the committee’s recommendation that Enterprise pursue a strategic business combination.

On March 19, 2024, the Enterprise board virtually held a special meeting at which representatives of Piper Sandler and Hunton were present. At the meeting, Hunton reviewed with the Enterprise board its fiduciary duties and confidentiality obligations. Members of the Enterprise transaction committee then updated the Enterprise board on its discussions over the past several months and its recommendation that Enterprise pursue a strategic business combination. Next, representatives of Piper Sandler led the Enterprise board through a discussion on the strategic alternatives which may be available to Enterprise. This discussion included an overview of the banking industry, recent transaction metrics for bank and thrift merger and acquisition transactions, Enterprise’s valuation which was based on Enterprise’s internal financial projections, and potential merger partners’ ability to pay. The Enterprise board engaged in a robust discussion regarding the appropriate considerations for a potential merger partner, including the ability to pay, cultural fit, and other synergies, the roles of Enterprise’s advisors, the viability of Enterprise on a standalone basis and the pros and cons of certain of the potential merger partners identified in the presentation, including, among others, Independent, Company B and Company C. The Enterprise board noted that, while all three companies held merit as a potential merger candidate with the ability to pay, it was their view that each of Independent and Company B would produce greater strategic benefits and synergies, as well as provide a better cultural fit. After much deliberation, the Enterprise board determined that pursuing a strategic business combination would be in the best interests of the Enterprise shareholders and other constituencies. The Enterprise board instructed the Enterprise transaction committee to work with Piper Sandler and Hunton to continue its efforts in pursuit of a strategic business combination, with initial outreach to Independent due to its attractive characteristics including its valuation, lack of market overlap and perceived positioning to pursue M&A in the then current regulatory environment.

At a virtual meeting held on March 29, 2024, the Enterprise transaction committee authorized Piper Sandler to contact Independent about its possible interest in a potential strategic business combination.

On or about April 3, 2024, representatives of Piper Sandler, on behalf of Enterprise, made initial contact with Mr. Tengel. During this conversation, Mr. Tengel expressed interest in having a conversation with Enterprise at the appropriate time.

Following this initial contact with Independent, Enterprise paused all merger-related discussions until after the retirement of Mr. Clancy as Chief Executive Officer of Enterprise and Enterprise Bank effective June 6, 2024. Also effective June 6, 2024, Enterprise appointed Steven R. Larochelle as Chief Executive Officer of Enterprise and Enterprise Bank. The Enterprise board also appointed Mr. Larochelle to the Enterprise transaction committee to fill the vacancy created by Mr. Clancy’s retirement.

Following the initial contact with Enterprise and its representatives through the execution of the merger agreement, Independent senior management, including Mr. Tengel, updated the Independent board and its executive committee regularly regarding the potential strategic business combination with Enterprise.

On June 27, 2024, members of Enterprise senior management met with members of Independent senior management and discussed each bank’s respective history, culture, management, employees and lending and investment portfolios. They also discussed future plans and their respective general business combination philosophies.

On July 9, 2024, the Enterprise transaction committee held a virtual meeting at which it determined to resume its evaluation and pursuit of a potential strategic business combination. The Enterprise transaction committee determined, based on conversations with its advisors and the Enterprise board to date, to initially focus its strategic discussions on Independent based on the above-mentioned reasons.

Also on July 9, 2024, Enterprise executed an engagement letter retaining Piper Sandler to act as financial advisor to the Enterprise board in connection with a possible business combination.

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At a virtual meeting held on July 15, 2024, the Enterprise transaction committee instructed Piper Sandler to follow up with Independent to confirm its continued interest in pursuing a potential strategic business combination with Enterprise. Over the next several weeks, members of Enterprise senior management assembled preliminary due diligence materials in anticipation of further discussions with Independent.

On July 25, 2024, Independent entered into a mutual confidentiality agreement with Enterprise and was given access to preliminary diligence materials regarding Enterprise. In July, Independent also retained Keefe, Bruyette & Woods, Inc. (“KBW”) to serve as its financial advisor in connection with a potential transaction.

On August 6, 2024, members of Enterprise senior management met with members of Independent senior management and further discussed each bank’s history, culture, management, employees and lending and investment portfolios. They also discussed future plans and their respective general business combination philosophies.

On August 26, 2024, Independent delivered to Enterprise a draft non-binding letter of intent with respect to a potential strategic business combination between Enterprise and Independent (the “Independent Initial LOI”) that contemplated the merger of Enterprise with and into Independent, with Independent surviving the merger, immediately followed by the merger of Enterprise Bank with and into Rockland Trust, with Rockland Trust surviving. The Independent Initial LOI contemplated that upon consummation of the proposed transaction, all of the outstanding shares of Enterprise common stock would be converted into the right to receive shares of Independent common stock, based on a fixed exchange ratio of 0.54x, which represented a price of $32.59 per share of Enterprise common stock based on the 10-day volume weighted average closing price per share (“VWAP”) of Independent common stock ending on August 26, 2024. The proposed transaction would not be subject to any financing contingencies; however, the Independent Initial LOI communicated a potential $250 million subordinated debt offering by Independent. Independent confirmed that the closing of the proposed transaction would not be contingent on such offering. The Independent Initial LOI provided that Rockland Trust would honor all existing employment and change in control agreements, that it would seek to retain certain key employees of Enterprise Bank to be identified at a later date either through a retention pool or consulting or retention arrangements, that it would expect to continue to operate the former Enterprise Bank branches as an extension of its existing markets, in particular, maintaining a presence in downtown Lowell, MA, and that it would appoint one Enterprise director to serve on the Independent and Rockland Trust boards of directors after closing. In addition, for all Enterprise directors who do not join the Independent and Rockland Trust boards of directors, Independent offered the opportunity to participate on a transitional advisory board (with customary, but undisclosed compensation) for a minimum of two years after closing. The Independent Initial LOI also provided that Independent expected to offer employment to all qualified Enterprise Bank branch employees, and for those employees who would be displaced, Independent would pay reasonable severance and offer outplacement assistance. Independent also delivered an exclusivity agreement that provided for an exclusivity period through October 17, 2024, which the Enterprise transaction committee declined to grant at such time.

On August 28, 2024, the Enterprise transaction committee, along with representatives from Piper Sandler and Hunton and members of Enterprise senior management, met virtually to discuss the Independent Initial LOI. At the meeting, representatives of Piper Sandler reviewed with the Enterprise transaction committee the terms of the Independent Initial LOI, an overview of Independent, and preliminary financial analyses regarding Independent and the proposed transaction. With the assistance of Piper Sandler, the Enterprise transaction committee also evaluated Enterprise’s contribution to Independent relative to the approximately 13.6% pro forma ownership of Enterprise shareholders in Independent as contemplated by the Independent Initial LOI. The Enterprise transaction committee discussed potential responses and counterproposals to the Independent Initial LOI. At the conclusion of the meeting, the Enterprise transaction committee determined that the Independent Initial LOI was not sufficient to move forward at this time and instructed representatives of Piper Sandler to convey such message to Independent.

On September 5, 2024, Enterprise and Independent executed an amendment to their mutual confidentiality agreement to expand the amount of information shared and discussions between the parties.

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On September 9, 2024, Mr. Larochelle from Enterprise and Mr. Tengel and Gerald Nadeau, President of Rockland Trust, from Independent had a telephone conference during which the parties focused their discussion primarily around their respective lending products and niches, lending philosophies and credit approval processes and procedures. They also discussed their respective lending teams, as well as general incentive and retention strategies for such team members. The agenda for the call also included a general discussion of Enterprise’s wealth management division.

On September 12, 2024, a representative of KBW, on behalf of Independent, called Piper Sandler to provide a verbal update to the Independent Initial LOI consisting of (x) an increase of the exchange ratio from 0.54x to 0.575x shares of Independent common stock for each share of Enterprise common stock, which represented a price of $35.04 per share of Enterprise common stock based on the 10-day VWAP of Independent common stock ending on September 12, 2024, and (y) an increase in the number of Enterprise directors from one to two (the “Revised Independent Offer”). The other terms of the Independent Initial LOI remained unchanged.

On September 13, 2024, the Enterprise transaction committee met virtually, together with members of Enterprise senior management and representatives from Piper Sandler and Hunton, to discuss the Revised Independent Offer. Representatives of Piper Sandler reviewed with the Enterprise transaction committee the updated financial analyses based on the revised terms. The Enterprise transaction committee discussed and considered other aspects of the proposed transaction with Independent, including the improvement in Independent’s proposal and whether opportunities with other potential merger partners should be pursued, including outreach to Company B and Company C, the updated financial analysis as compared to Enterprise’s standalone projections, recent market activity, the volatility of Independent’s stock price and deal mechanics that might protect against such dramatic fluctuations. The Enterprise transaction committee further discussed recent trading prices of Enterprise, Independent and Company B, details regarding Independent’s commercial real estate portfolio, cultural fit with each of Independent and Company B and anticipated cost savings with each of Independent and Company B. At the conclusion of the meeting, the Enterprise transaction committee concluded that the Revised Independent Offer was not compelling enough to take immediate action, but that it would submit the Revised Independent Offer to the Enterprise board at its next regularly scheduled meeting for further discussion.

On September 17, 2024, the Enterprise board virtually held its regular meeting at which representatives of Piper Sandler and members of Enterprise senior management were present. At the meeting, the Revised Independent Offer from Independent was discussed, including a presentation by Piper Sandler that summarized the process to date, the terms of the Revised Independent Offer and recent market and merger and acquisition activity. The Enterprise board discussed at length the benefits and risks of a potential strategic business combination with Independent based on the terms and conditions of the Revised Independent Offer. The Enterprise board also considered other potential next steps, including remaining independent or engaging with another potential merger partner. At the conclusion of the meeting, the Enterprise board decided not to take immediate action on the Revised Independent Offer and authorized the Enterprise transaction committee to contact certain parties identified by the Enterprise transaction committee with the assistance of Piper Sandler to gauge their interest in a potential strategic business combination with Enterprise.

On September 27, 2024, the Enterprise transaction committee held at virtual meeting at which members of Enterprise senior management and representatives of Piper Sandler and Hunton were present. The Enterprise transaction committee authorized Piper Sandler to contact Company B, as well as Company C, to see if either party would be interested in pursuing a potential strategic business combination with Enterprise. A representative of Piper Sandler contacted Company B that same day.

On September 30, 2024, Company B entered into a mutual confidentiality agreement with Enterprise and was given access to preliminary diligence materials regarding Enterprise. Company B was asked to submit its proposal by October 21, 2024.

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On October 7, 2024, a representative of Piper Sandler reached out to Independent to let them know that other parties would be submitting a proposal by October 21, 2024 if Independent would like to revisit its last offer.

On October 8, 2024, a representative of Piper Sandler contacted Company C to inquire whether Company C would be interested in pursuing a potential strategic business combination with Enterprise.

On October 9, 2024, Company C entered into a mutual confidentiality agreement with Enterprise and was given access to preliminary diligence materials regarding Enterprise. Each of the confidentiality agreements with Independent, Company B and Company C included customary standstill provisions and additional provisions stating that a potential counterparty was not permitted to ask for a waiver of the standstill. On October 10, 2024, Company C communicated to Piper Sandler that it would not be submitting an offer due to timing considerations on its side.

On October 17, 2024, Company B delivered to Enterprise a draft non-binding letter of intent with respect to a potential strategic business combination between Enterprise and Company B (the “Company B Initial LOI”). The Company B Initial LOI contemplated that upon consummation of the proposed transaction, all of the outstanding shares of Enterprise common stock would be converted into the right to receive shares of Company B common stock, based on a fixed exchange ratio range representing a price range of $35.14 – $36.82 per share of Enterprise common stock based on the 10-day VWAP of Company B common stock ending on October 17, 2024. The proposed transaction would not be subject to any contingencies, nor would any additional capital be required to consummate the proposed transaction. The Company B Initial LOI provided that Company B would honor all existing employment and change in control agreements, seek to retain certain key employees of Enterprise Bank to be identified at a later date through a retention pool, that the transaction would likely result in the closing of certain Company B branches, but that Company B would maintain a presence in downtown Lowell, MA, and that it would appoint two Enterprise directors to serve on the Company B and Company B bank boards of directors after closing. The Company B Initial LOI also provided that, for those employees who would be displaced, Company B would pay two weeks’ severance for each year of service, subject to a minimum of four weeks’ and a maximum of fifty-two weeks’ severance and offer outplacement assistance.

On October 18, 2024, Independent delivered to Enterprise an update to the Revised Independent Offer (the “Second Revised Independent Offer”), with an improved exchange ratio of 0.60x shares of Independent common stock, plus $1.00 in cash, for each share of Enterprise common stock, which represented a price of $37.63 per share of Enterprise common stock based on the 10-day VWAP of Independent common stock ending on October 18, 2024. The other terms of the Revised Independent Offer remained unchanged.

On October 22, 2024, the Enterprise board met virtually, together with members of Enterprise senior management and representatives of Piper Sandler and Hunton, to discuss the Company B Initial LOI and the Second Revised Independent Offer. Hunton began the meeting by providing an overview of the Enterprise board’s fiduciary duties and confidentiality obligations. Hunton responded to questions from the Enterprise board, clarifying the Enterprise board’s ability to consider the interests of all relevant constituencies in addition to the nominal price of any merger consideration being offered by a third party in a potential transaction. The Enterprise board then engaged in a robust discussion of matters that the Enterprise board believed important to their deliberations, including, but not limited to, the role of Enterprise’s strategic plan, the nature of the offers as principally all-stock transactions, and the cultural fit of the two potential partners. Before discussing the two proposals from Independent and Company B, the Enterprise board revisited its prior discussions regarding the prospect of remaining independent and continuing to operate on a standalone basis and the Enterprise board’s belief that a merger with a strategic partner may be in the best interest of Enterprise’s shareholders and other constituencies. The Enterprise board discussed recent economic improvements but acknowledged challenges facing the bank—in particular with respect to growth and scale, the ability to compete, regulatory uncertainty, technology advancements, succession planning for the Enterprise board and management, forthcoming net income margin pressures as market interest rates decrease, and lingering challenges with the fair value of Enterprise’s securities portfolio and accumulated other comprehensive income.

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Then, with the assistance of Piper Sandler and Hunton, the Enterprise board discussed the terms of the proposals received from Independent and Company B. The Enterprise board discussed its views of the two organizations generally, as well as the following terms of the draft proposals, among others: (i) intrinsic and nominal value, (ii) the surviving entity board representation, (iii) recent improvements to the merger consideration, (iv) potential divestitures, (v) the respective financial and capital condition of each potential partner, (vi) recent average trading activity of each potential partner, (vii) dividend payments by each potential partner, and (viii) the respective earnings prospects of each potential partner. With respect to the Second Revised Independent Offer, the Board discussed the benefits, including the close cultural fit of the organizations, the complementary geographic markets with Enterprise, the premium of the value of the merger consideration over the Company’s current trading price, and larger dividend per share, and liquidity of Independent’s shares of common stock. The Enterprise board also discussed potential detriments with respect to Independent, including adverse effects that may result from volatility in market pricing for financial institutions in general, and Enterprise in particular, and risks if commercial real estate continues to deteriorate. With respect to the Company B Initial LOI, the Enterprise board discussed the benefits, including Company B’s size in terms of total assets, as well as its diversified lending base. The Enterprise board also acknowledged the cultural fit of Company B and its knowledge of Enterprise’s operating model. The Enterprise board also discussed potential detriments with respect to Company B, including adverse effects that may result from volatility in market pricing for financial institutions in general, and Enterprise in particular, the potential divestiture of certain branch locations, time horizon to consummate the proposed transaction and inherent risks associated with Company B’s loan portfolio.

The Enterprise board then returned to its discussion of the risks associated with entering into a potential transaction and whether either offer was compelling enough to move forward with seeking their respective best and final offers. Members of Enterprise senior management contributed to this discussion with an overview of Enterprise’s financial condition and the financial projections and assumptions of Enterprise on a standalone basis. At the end of the meeting, the Enterprise board instructed Piper Sandler to ask each of Independent and Company B to submit their best and final offers.

On October 24, 2024, Company B delivered to Enterprise a revised proposal (the “Revised Company B Offer”), confirming the fixed exchange ratio at the highest point of its previously indicated range, which represented a price of $36.99 per share of Enterprise common stock based on the 10-day VWAP of Company B common stock ending on October 25, 2024. The other terms and conditions of the Company B Initial LOI remained unchanged.

On October 25, 2024, Independent delivered to Enterprise a revised proposal (the “Final Independent Offer”), providing for (x) increased merger consideration consisting of a fixed exchange ratio of 0.60x shares of Independent common stock, plus $2.00 in cash, for each share of Enterprise common stock, which represented a price of $39.61 per share of Enterprise common stock based on the 10-day VWAP of Independent common stock ending on October 25, 2024, and (y) severance payments equal to two weeks’ pay for every year of service to any displaced employees who are not otherwise receiving a change in control benefit up to a maximum of 26 weeks’ severance. The exclusivity period was also updated to run through December 9, 2024, with an automatic 14-day extension if the parties were working in good faith towards a definitive agreement.

On October 26, 2024, the Enterprise board met to discuss the Revised Company B Offer and the Final Independent Offer. Members of Enterprise senior management and representatives from Piper Sandler and Hunton attended the meeting and assisted the Enterprise board in reviewing the two proposals, including answering questions from the directors. Piper Sandler also presented updated financial analyses based on the revised proposals. The Enterprise board revisited their discussions from the October 22^nd meeting regarding the benefits and risks to a potential strategic business combination with each party. After much deliberation, the Enterprise board determined to move forward with the Final Independent Offer based primarily on the merger consideration set forth in the Final Independent Offer, including the anticipated merger synergies, and, in part, upon its assessment that Independent is more closely aligned with Enterprise from a cultural standpoint and business approach. At the conclusion of the meeting, the Enterprise board approved the Final Independent Offer

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and instructed Piper Sandler to communicate its decision to Independent and Company B and Enterprise senior management to execute the exclusivity agreement with Independent.

On October 27, 2024, Enterprise and Independent executed the exclusivity agreement delivered with the Final Independent Offer.

From October 27, 2024 to December 9, 2024, Independent continued to conduct due diligence on Enterprise, with the assistance of KBW, Independent’s outside legal counsel, Simpson Thacher and Forvis Mazars, LLP, which assisted with loan review. Due diligence information was provided to Independent and its advisors across multiple venues, including, but not limited to, a virtual data room, conference calls, in-person meetings, in-person review of physical assets and direct loan file reviews. A series of due diligence conference calls were held on November 15, 2024 at which members of Independent’s and Enterprise’s senior management teams, as well as Independent’s and Enterprise’s respective legal counsels and Piper Sandler, were present.

During this same period, Independent afforded Enterprise certain reverse due diligence access, and Enterprise conducted due diligence on Independent, with the assistance of Piper Sandler, Hunton and CEIS Review, Inc., which assisted with loan review. The due diligence was provided to Enterprise and its advisors across customary venues including a virtual data room and conference calls, including a reverse due diligence conference call held on December 3, 2024, which included certain members of Independent’s and Enterprise’s senior management teams, as well as Independent’s and Enterprise’s respective legal counsels and representatives of Piper Sandler.

On November 15, 2024, Simpson Thacher provided Hunton with an initial draft of the merger agreement.

Between November 15 and December 8, 2024, representatives of Independent and Enterprise, with the assistance of representatives of Simpson Thatcher and KBW, on behalf of Independent, and Hunton and Piper Sandler, on behalf of Enterprise, negotiated the specific terms of the merger agreement and the related ancillary documents and agreements, including disclosure schedules and the form of voting agreement. During such negotiations, it was mutually determined by the parties that Mr. Duncan would serve as an advisory director to the Independent board after the closing of the proposed transaction, and the two Enterprise directors to be appointed to the Independent and Rockland Trust boards of directors immediately after closing would be identified after the announcement of the potential transaction.

Between November 25, 2024 and November 30, 2024, Simpson Thacher provided Hunton with draft retention agreements for eight Enterprise employees to be signed in connection with the execution of the merger agreement, which retention agreements would supersede such employees’ change in control agreements with Enterprise.

On November 27, 2024, Simpson Thacher provided Hunton with an initial draft transition and consulting agreement for Mr. Larochelle. The draft agreement proposed to terminate and supersede Mr. Larochelle’s employment agreement with Enterprise in its entirety and provide for certain payments to Mr. Larochelle over a one-year period after the closing of the merger in exchange for the provision of certain consulting services. Between November 27, 2024 and December 8, 2024, Independent and Mr. Larochelle negotiated the terms of his consulting arrangement, resulting in the terms described in the section entitled, “The Merger—Interests of Enterprise’s Executive Officers and Directors in the Merger” beginning on page 74.

On December 6, 2024, the Enterprise board held a meeting to analyze and consider the negotiated terms of the potential strategic business combination transaction with Independent and entry into the merger agreement by Enterprise with Independent. Members of Enterprise management and representatives of Hunton and Piper Sandler also attended this meeting. Piper Sandler reviewed with the Enterprise board a draft of its financial analyses of the potential strategic business combination transaction with Independent, including the assumptions used and the possible projected financial implications of the potential merger. The Enterprise board discussed the analysis of the economics and risks and benefits of the potential merger with the representatives of Piper Sandler and Hunton.

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At the meeting, Enterprise management briefed Enterprise directors on due diligence undertaken to date as well as the discussions and negotiations that had taken place between Enterprise and Independent, including updates since the prior Enterprise board meeting. Representatives of Hunton then provided a summary of the proposed terms of the merger agreement and the ancillary agreements, including a discussion of certain deal protections contained in the merger agreement, reviewed the Enterprise board’s fiduciary duties in connection with its evaluation of the potential strategic business combination transaction with Independent and described the resolutions the directors of Enterprise would be asked to consider if they were to approve the merger agreement. Also at the meeting, the Enterprise board authorized an amendment to that certain Renewal Rights Agreement, dated as of December 11, 2007 and as previously amended on January 5, 2018, providing for the acceleration of the expiration date of Enterprise’s preferred share purchase rights under the Rights Agreement to 5:00 P.M., New York City time, on December 7, 2024.

On December 8, 2024, the Enterprise transaction committee held a meeting at which it determined to recommend to the Enterprise board the approval of the merger agreement with Independent and the transactions contemplated thereby. Immediately following the Enterprise transaction committee meeting, the Enterprise board held a meeting to discuss any updates since the prior Enterprise board meeting, including the recommendation from the Enterprise transaction committee to approve the merger agreement. Members of Enterprise management and representatives of Hunton and Piper Sandler also attended this meeting. Piper Sandler reviewed its financial analyses of the potential strategic business combination transaction with Independent with the Enterprise board. Following that discussion, Piper Sandler rendered to the Enterprise board an oral opinion, which was subsequently confirmed by delivery of a written opinion, to the effect that, on the date of the opinion, and subject to the limitations, assumptions and qualifications stated in the opinion, the merger consideration to be received by the holders of Enterprise common stock (other than certain shares specified in the merger agreement) was fair to them from a financial point of view. Hunton then reviewed with the Enterprise board recent changes to the merger agreement. At the conclusion of the meeting, after careful review and discussion by the Enterprise board, including consideration of the factors described below under “THE MERGER—Recommendation of the Enterprise Board of Directors and Reasons for the Merger,” the Enterprise board determined that the merger with Independent is advisable and in the best interests of Enterprise and its shareholders and unanimously approved the merger agreement and the transactions contemplated thereby and entry into the merger agreement by Enterprise.

On December 8, 2024, at a special meeting of the Independent board, after consideration and discussion by the Independent board, the Independent board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement were advisable and fair to and in the best interests of Independent and its shareholders, and adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

Following the respective meetings of the Enterprise board and Independent board on December 8, 2024, and after finalizing the merger agreement, Enterprise and Independent executed the merger agreement on Sunday, December 8, 2024.

The transaction was announced the morning of Monday, December 9, 2024, before the opening of the financial markets in New York, in a press release jointly issued by Independent and Enterprise.

Recommendation of the Enterprise Board of Directors

The Enterprise board of directors has unanimously adopted the merger agreement and unanimously recommends that Enterprise shareholders vote “FOR” the approval of the Enterprise merger proposal. For the factors considered by the Enterprise board of directors in reaching its decision to approve the merger agreement, see “The Merger – Enterprise’s Reasons for the Merger” beginning on page 54.

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Enterprise’s Reasons for the Merger

In evaluating the proposed merger agreement, the Strategic Committee of the Enterprise board of directors (the “Strategic Committee”) and the Enterprise board of directors consulted with Enterprise’s management, Enterprise’s outside legal counsel, Hunton Andrews Kurth LLP (“Hunton”), and Enterprise’s financial advisor, Piper Sandler.

In reaching a determination to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger and the bank merger, the Strategic Committee and the Enterprise board of directors considered a number of factors, both positive and negative, and potential benefits and detriments of the merger to Enterprise and its shareholders. The Strategic Committee and the Enterprise board of directors identified the following factors and benefits of the merger that, among others, the Strategic Committee and the Enterprise board of directors believe generally support its determination and recommendation:

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The Strategic Committee and the Enterprise board of directors also identified and considered a variety of uncertainties and risks concerning the merger, including, but not limited to, the following:

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The foregoing discussion of information and factors considered by the Strategic Committee and the Enterprise board of directors is not intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the merger agreement and the transactions contemplated thereby, the Strategic Committee and the Enterprise board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Strategic Committee and the Enterprise board of directors applied his or her own personal business judgment to the process and may have given different weight to different factors than other members gave to such factors.

The Enterprise board of directors collectively made its determinations and recommendations based on the conclusion reached by its members, in light of the factors that each of them considered appropriate, that the merger is in the best interests of Enterprise and its shareholders.

Opinion of Enterprise’s Financial Advisor

Enterprise retained Piper Sandler to act as financial advisor to the Enterprise board of directors in connection with Enterprise’s consideration of a possible business combination. Enterprise selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Piper Sandler acted as financial advisor to the Enterprise board of directors in connection with the proposed merger. At the December 8, 2024 meeting at which the Enterprise board of directors considered the merger and the merger agreement, Piper Sandler delivered to the Enterprise board of directors its oral opinion, which was subsequently confirmed in writing on December 8, 2024, to the effect that, as of such date, the merger consideration was fair to the holders of Enterprise’s common stock from a financial point of view. The full text of Piper Sandler’s opinion is attached as Annex C to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Enterprise common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Piper Sandler’s opinion was directed to the Enterprise board of directors in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of Enterprise as to how any such shareholder should vote at the Enterprise special meeting called to consider and

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vote upon the approval of the Enterprise merger proposal. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the merger consideration to the holders of Enterprise common stock and did not address the underlying business decision of Enterprise to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Enterprise or the effect of any other transaction in which Enterprise might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of Enterprise or Independent, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

Piper Sandler also discussed with certain members of the senior management of Enterprise and its representatives the business, financial condition, results of operations and prospects of Enterprise and held similar discussions with certain members of the senior management of Independent and its representatives regarding the business, financial condition, results of operations and prospects of Independent.

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In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by Enterprise or Independent or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler relied on the assurances of the respective managements of Enterprise and Independent that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Piper Sandler was not asked to and did not undertake an independent verification of any of such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Enterprise or Independent, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of Enterprise or Independent. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for credit losses of Enterprise or Independent, or of the combined entity after the merger, and Piper Sandler did not review any individual credit files relating to Enterprise or Independent. Piper Sandler assumed, with Enterprise’s consent, that the respective allowances for credit losses for both Enterprise and Independent were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Piper Sandler used certain internal financial projections for Enterprise for the quarter ending December 31, 2024 and the years ending December 31, 2025 through December 31, 2028, as provided by the senior management of Enterprise. In addition, Piper Sandler used publicly available mean analyst earnings per share estimates for Independent for the quarter ending December 31, 2024 and the years ending December 31, 2025 and December 31, 2026, as well as an estimated annual long-term earnings growth rate for Independent for the years ending December 31, 2027 and December 31, 2028 and estimated dividends per share for Independent for the quarter ending December 31, 2024 and the years ending December 31, 2025 through December 31, 2028, as provided by the senior management of Independent and its representatives. Piper Sandler also received and used in its pro forma analyses certain assumptions relating to purchase accounting adjustments, cost savings and transaction expenses, as well as the offer and sale of certain amount of Independent’s subordinated debt prior to closing of the merger and estimated earnings for Enterprise for the quarter ending December 31, 2024 and the year ending December 31, 2024 with an estimated annual earnings growth rate for Enterprise for the years thereafter, as provided by the senior management of Independent and its representatives. With respect to the foregoing information, the respective senior managements of Enterprise and Independent confirmed to Piper Sandler that such information reflected (or, in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of those respective managements as to the future financial performance of Enterprise and Independent, respectively, and the other matters covered thereby, and Piper Sandler assumed that the future financial performance reflected in such information would be achieved. Piper Sandler expressed no opinion as to such information, or the assumptions on which such information was based. Piper Sandler also assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of Enterprise or Independent since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analysis that Enterprise and Independent would remain as going concerns for all periods relevant to its analyses.

Piper Sandler also assumed, with Enterprise’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Enterprise, Independent, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance

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with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with Enterprise’s consent, Piper Sandler relied upon the advice that Enterprise received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. Piper Sandler expressed no opinion as to any such matters.

Piper Sandler’s opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of Enterprise common stock or Independent common stock at any time or what the value of Independent common stock would be once it is actually received by the holders of Enterprise common stock.

In rendering its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to the Enterprise board of directors, but is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Piper Sandler believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Piper Sandler’s comparative analyses described below is identical to Enterprise or Independent and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of Enterprise and Independent and the companies to which they were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness of the merger consideration to the holders of Enterprise common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Enterprise, Independent, and Piper Sandler. The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to the Enterprise board of directors at its December 8, 2024 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of Enterprise common stock or Independent common stock or the prices at which Enterprise or Independent common stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by Enterprise’s board of directors in making its determination to approve the merger agreement and the analyses described below should not be viewed as determinative of the decision of the Enterprise board of directors with respect to the fairness of the merger consideration.

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Summary of Proposed Merger Consideration and Implied Transaction Metrics.

Piper Sandler reviewed the financial terms of the merger. Pursuant to the terms of the merger agreement, at the effective time of the merger each share of Enterprise common stock issued and outstanding immediately prior to the effective time of the merger, except for (i) certain shares held as treasury stock or (ii) owned directly by Independent (other than, in the case of (ii), shares held in trust or custodial accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted), shall be converted into the right to receive (i) $2.00 in cash, and (ii) 0.60 shares of Independent common stock. Piper Sandler calculated an aggregate implied transaction value of approximately $562.3 million and an implied purchase price per share of $45.06 consisting of the implied value of 12,429,635 shares of Enterprise common stock and 136,615 stock options with a weighted average exercise price of $29.27 per share and based on the closing price of Independent common stock on December 6, 2024. Based upon financial information for Enterprise as of or for the last twelve months (“LTM”) ended September 30, 2024 and the closing price of Enterprise’s common stock on December 6, 2024, Piper Sandler calculated the following implied transaction metrics:

Stock Trading History.

Piper Sandler reviewed the publicly available historical reported trading prices of Enterprise common stock and Independent common stock for the one-year and three-year periods ended December 6, 2024. Piper Sandler then compared the relationship between the movements in the price of Enterprise common stock and Independent common stock, respectively, to movements in their respective peer groups (as described below) as well as certain stock indices.

Enterprise’s One-Year Stock Performance

Enterprise’s Three-Year Stock Performance

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Independent’s One-Year Stock Performance

Independent’s Three-Year Stock Performance