UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June ~~May 7~~4, 2025 (~~May~~June 64, 2025)

___________________

ENTERPRISE BANCORP, INC.

(~~Exact~~exact name of registrant as specified in charter)

Massachusetts

001-33912

~~001~~04-~~33912~~3308902

~~04-3308902~~

(State or other jurisdiction

(Commission

(IRS Employer

(State or Other Jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

of Incorporation)

File Number)

Identification No.)

222 Merrimack Street

Lowell,

Massachusetts

~~01852~~

01852

(Address of principal executive offices)

(Zip Code)

(address of principal executive offices)

(Zip Code)

(978)

459-9000

(~~978)459-9000~~Registrant's telephone number, including area code)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	EBTC	NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ o

~~Item 5.07. Submission of Matters to a Vote of Security Holders.~~1

~~(a)~~Item ~~The 2025 annual meeting of shareholders (the “2025 Annual Meeting”) of Enterprise Bancorp, Inc~~8.01 Other ~~(the “Company”) was held virtually on May 6, 2025.~~Events

~~(b)~~On AtJune ~~the~~4, 2025, ~~Annual~~Enterprise ~~Meeting~~Bancorp, ~~holders~~Inc. ~~of the Company’s shares of common stock voted to~~ (~~i) elect each of the six individuals nominated by the Company’s Board of Directors (the~~ “~~Board~~Enterprise”), toparent ~~serve~~of asEnterprise ~~directors~~Bank ofand ~~the~~Trust Company, ~~each to serve for~~ a ~~three~~Massachusetts-~~year~~chartered ~~term~~trust ~~expiring~~company at(“Enterprise ~~the~~Bank”), ~~2028 annual meeting of shareholders or until their respective successors are duly elected~~ and ~~qualified,~~Independent orBank ~~until~~Corp. ~~their earlier resignation~~(“Independent”), ~~death~~parent orof ~~removal~~Rockland ~~from~~Trust ~~office~~Company, ~~(ii) conduct~~ a ~~non~~Massachusetts-~~binding~~chartered ~~advisory~~trust ~~vote~~company ~~to approve the compensation of the Company’s named executive officers~~ (~~the~~ “~~Say~~Rockland ~~on Pay Proposal~~Trust”), ~~and~~issued ~~(iii)~~a ~~ratify~~joint ~~the~~press ~~appointment~~release ofannouncing ~~RSM~~that USall ~~LLP~~regulatory byapprovals relating to the ~~Audit~~previously ~~Committee~~announced oftransaction ~~the~~between ~~Board~~Independent, ~~(the~~Enterprise, ~~“Audit~~Rockland ~~Committee”)~~Trust asand ~~the~~Enterprise ~~Company’s~~Bank ~~independent~~have ~~registered~~been ~~public~~received. The ~~accounting~~proposed ~~firm~~transaction ~~for~~is ~~the~~expected ~~year~~to ~~ending~~close ~~December~~on 31July 1, 2025., ~~Votes~~subject ~~were~~to ~~cast by~~ the ~~Company’s~~satisfaction ~~shareholders~~of at the ~~2025~~remaining ~~Annual~~customary ~~Meeting~~closing ~~as follows:~~conditions.

Nominee	For	Against	Abstain	Broker Non-votes
Kenneth S. Ansin	7,747,719	252,094	26,073	1,587,420
George L. Duncan	7,691,726	311,929	22,230	1,587,420
Jacqueline F. Moloney	7,186,753	782,184	56,949	1,587,420
Michael T. Putziger	7,416,644	538,971	70,270	1,587,420
Carol L. Reid	7,585,647	406,399	33,839	1,587,420
Nickolas Stavropoulos	7,742,428	251,779	31,678	1,587,420

A copy of the joint press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

2Item 9. To01 Financial ~~conduct~~Statements aand ~~non-binding advisory vote to approve the Say on Pay Proposal.~~ Exhibits

For						Against						Abstain						Broker Non-votes
7,413,638						535,583						76,663						1,587,420

(d) The following exhibits are included with this report:

~~3. To~~ ~~ratify~~Exhibit ~~the~~99.1 Press ~~Audit~~release, ~~Committee’s~~dated ~~appointment~~June of4, ~~RSM~~2025, USjointly ~~LLP~~issued asby ~~the~~Independent ~~Company’s~~Bank Corp. ~~independent~~and ~~registered~~Enterprise ~~public accounting firm for the year ending December 31~~Bancorp, ~~2025~~Inc.

For						Against						Abstain						Broker Non-votes
9,187,849						399,245						26,211						—

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This communication may contain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Independent and Enterprise, the expected timing of completion of the proposed transaction, and other statements that are not historical facts. Such statements reflect the current views of Independent and Enterprise with respect to future events and financial performance, and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs, expectations, plans, predictions, forecasts, objectives, assumptions or future events or performance, are forward-looking statements. Forward-looking statements often, but not always, may be identified by words such as expect, anticipate, believe, intend, potential, estimate, plan, target, goal, or similar words or expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

Independent and Enterprise caution that the forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond Independent’s and Enterprise’s control. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: (1) changes in general economic, political, or industry conditions; (2) uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board; (3) volatility and disruptions in global capital and credit markets; (4) movements in interest rates; (5) the resurgence of elevated levels of inflation or inflationary pressures in the United States and the Enterprise and Independent market areas; (6) increased competition in the markets of Independent and Enterprise; (7) success, impact, and timing of business strategies of Independent and Enterprise; (8) the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations; (9) the expected impact of the proposed transaction between Enterprise and Independent on the combined entities’ operations, financial condition, and financial results; (10) the occurrence of any event, change or other circumstances that could give rise to

the right of one or both of the parties to terminate the merger agreement; (11) the outcome of any legal proceedings that may be instituted against Independent or Enterprise; (12) the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Independent and Enterprise do business; (13) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (14) diversion of management’s attention from ongoing business operations and opportunities; (15) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; (16) the dilution caused by Independent’s issuance of additional shares of its capital stock in connection with the proposed transaction; (17) cyber incidents or other failures, disruptions or breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks; and (18) other factors that may affect the future results of Independent and Enterprise.

Additional factors that could cause results to differ materially from those described above can be found in Independent’s Annual Report on Form 10-K for the year ended December 31, 2024 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such reports, as well as in subsequent SEC filings, each of which is on file with the U.S. Securities and Exchange Commission (the “SEC”) and available in the “Investor Relations” section of Independent’s website, www.rocklandtrust.com, under the heading “SEC Filings” and in other documents Independent files with the SEC, and in Enterprise’s Annual Report on Form 10-K for the year ended December 31, 2024 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such reports, as well as in subsequent SEC filings, each of which is on file with and available in the “Investor Relations” section of Enterprise’s website, enterprisebancorp.q4ir.com, under the heading “SEC Filings” and in other documents Enterprise files with the SEC.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Independent nor Enterprise assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable law. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All forward-looking statements, express or implied, included in the document are qualified in their entirety by this cautionary statement.

[Remainder of Page Intentionally Blank]

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENTERPRISE BANCORP, INC.
Date: May 7, 2025	By:	/s/ Joseph R. Lussier
Date: June 4, 2025		By:	/s/ Joseph R. Lussier
		~~Joseph R. Lussier~~	Joseph R. Lussier
		Executive Vice President, Treasurer and Chief Financial Officer
			Executive Vice President, Treasurer
			and Chief Financial Officer

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