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Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and the Board of Directors of Independent Bank Corp.
+Added: To the Shareholders and the Board of Directors of Independent Bank Corp.
Opinion on Internal Control Over Financial Reporting
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In our opinion, Independent Bank Corp.
−Removed: maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
+Added: (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2024 consolidated financial statements of the Company and our report dated February 28, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Assessment on Internal Control over Financial Reporting.
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
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OTHER INFORMATION
+Added: (b) Insider Rule 10b5-1 Trading Plans.
+Added: During the quarter ended December 31, 2024, none of the Company’s directors or executive officers adopted or terminated a “rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulations S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required herein is incorporated by reference from the Company’s definitive proxy statement relating to its May 16, 2024 Annual Meeting of Shareholders (the "2024 Proxy Statement"), which will be filed with the SEC within 120 days following the fiscal year ended December 31, 2023 under the headings of "Board of Director Information - Current Board Members," "Board of Director Information - Corporate Governance Information," "Board of Director Information - Shareholder Director Nominations and Recommendations," "Board of Director Information - Report of the Audit Committee," "Executive Officer Information - Executive Officers," and "Stock Ownership and Other Matters - Delinquent Section 16(a) Reports."
+Added: The information required herein is incorporated by reference from the Company’s definitive proxy statement relating to its May 15, 2025 Annual Meeting of Shareholders (the “2025 Proxy Statement”), which will be filed with the SEC within 120 days following the fiscal year ended December 31, 2024 under the headings of “Board of Directors Information - Current Board Members,” “Board of Directors Information - Corporate Governance Information,” “Board of Directors Information - Insider Trading Policy,” “Board of Directors Information - Shareholder Director Nominations and Recommendations,” “Board of Directors Information - Report of the Audit Committee,” “Executive Officer Information - Executive Officers,” and “Stock Ownership and Other Matters - Delinquent Section 16(a) Reports.”
EXECUTIVE COMPENSATION
−Removed: The information required herein is incorporated by reference from the 2024 Proxy Statement under the headings of "Executive Officer Information" and "Board of Director Information - Compensation Committee Interlocks and Insider Participation."
+Added: The information required herein is incorporated by reference from the 2025 Proxy Statement under the headings of “Executive Officer Information” and “Board of Directors Information - Compensation Committee Interlocks and Insider Participation.”
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required herein is incorporated by reference from the 2024 Proxy Statement under the headings of "Board of Director Information - Related Party Transactions" and "Board of Director Information - Director Independence."
+Added: The information required herein is incorporated by reference from the 2025 Proxy Statement under the headings of “Board of Directors Information - Related Party Transactions” and “Board of Directors Information - Director Independence.”
PRINCIPAL ACCOUNTING FEES AND SERVICES
−Removed: The information required herein is incorporated by reference from the 2024 Proxy Statement under the heading "Proposals to be Voted upon at the Annual Meeting - Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 2)."
+Added: The information required herein is incorporated by reference from the 2025 Proxy Statement under the heading “Proposals to be Voted upon at Annual Meeting - Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 2).”
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Exhibits Index
+Added: 2.1 Agreement and P l an of Merger dated December 8, 2024 by and among Independent Bank Corp., Enterprise Bancorp, Inc., Rockland Trust Company, and Enterprise Bank and Trust Company, incorporated her e in by reference to Exhibit 2.1 to Form 8-K filed on December 9, 2024 .
3.1 Restated Articles of Organization, as adopted July 16, 2015, incorporated herein by reference to Exhibit 3.2 to Form 8-K filed on July 20, 2015 .
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4.3 Forms of Capital Securities Purchase Agreements for Independent Capital Trust V, incorporated herein by reference to Exhibit 4.18 to Form 10-K for the year ended December 31, 2006, filed on February 28, 2007.
−Removed: 4.4 Form of Certificate of Junior Subordinated Debt Security for Independent Capital Trust V (incorporated herein by reference to Exhibit A to Exhibit 4.13 to From 10-K for the year ended December 31, 2006, filed on February 27, 2007).
+Added: 4.4 Form of Certificate of Junior Subordinated Debt Security for Independent Capital Trust V , incorporated herein by reference to Exhibit A to Exhibit 4.13 to F o r m 10-K for the year ended December 31, 2006, filed on February 27, 2007 .
4.5 Form of Certificate of Capital Security for Independent Capital Trust V incorporated herein by reference to Exhibit A-1 to Exhibit 4.15 to Form 10-K for the year ended December 31, 2006, filed on February 27, 2007 .
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10.4 Rockland Trust Company Amended and Restated Supplemental Executive Retirement Plan, incorporated herein by reference to Exhibit 99.8 to Form 8-K filed on November 21, 2008 .#
−Removed: 10.5 Rockland Trust Company Employee Savings, Profit Sharing and Stock Ownership Plan, incorporated herein by reference to Exhibit 4.2 to Form S-8 filed on April 16, 2010 .#
−Removed: 10.6 Rockland Trust Company Fourth Amended and Restated 401(k) Restoration Plan .
+Added: 10.5 Rockland Trust Company Third Amended and Restated 401(k) Restoration Plan, incorporated herein by reference to Exhibit 10.4 to F orm 10-K for the year ended December 31, 2017, filed on February 27, 2018 .
10.6 Independent Bank Corp.
−Removed: and Rockland Trust Company Second Amended and Restated Nonqualified Deferred Compensation Plan .
+Added: and Rockland Trust Company Second Amended and Restated Nonqualified Deferred Compensation Plan , incorporated herein by reference to Ex hib it 10.7 to F orm 10- K for the year ended December 31, 2023, filed on February 28, 2024 .
10.7 Amended and Restated Employment Agreement by and between Gerard F.
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Inc., incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on January 11, 2023 .
−Removed: 10.12 Employment Agreement between Maria Harris and Rockland Trust .
+Added: 10.11 Employment Agreement between Maria Harris and Rockland Trust, incorporated her e in by reference to Exhibit 10.12 to F orm 10-K for the year ended December 31, 2023 , filed on February 28, 2024 .
10.12 Independent Bank Corp.
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Second Amended and Restated 2005 Employee Stock Plan, incorporated herein by reference to Annex A to the Definitive Proxy Statement filed on March 25, 2014.
−Removed: 10.15 Chief Executive Officer Three Year Time Vesting Restricted Stock Agreement under 2005 Employee Stock Plan .
−Removed: 10.16 Chief Executive Officer Five Year Time Vesting Restricted Stock Agreement under 2005 Employee Stock Plan .
+Added: 10.14 Chief Executive Officer Three Year Time Vesting Restricted Stock Agreement under 2005 Employee Stock Plan, incorporated herein by reference to Exhibit 10.15 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024 .
+Added: 10.15 Chief Executive Officer Five Year Time Vesting Restricted Stock Agreement under 2005 Employee Stock Plan, incorporated herein by reference to Exhibit 10.16 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024 .
10.16 Form of Independent Bank Corp.
−Removed: Executive Officer Time Vesting Restricted Stock Agreement, incorporated herein by reference to Exhibit 10.20 on Form 10-K filed on February 28, 2022.
+Added: Executive Officer Time Vesting Restricted Stock Agreement, incorporated herein by reference to Exhibit 10.20 to Form 10-K for the year ended December 31, 202 2 , filed on February 28, 2022.
10.17 Independent Bank Corp.
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10.22 Independent Bank Corp.
−Removed: Key Executive Severance Plan .
+Added: Key Executive Severance Plan, incorporated herein by reference to Exhibit 10.23 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024 .
10.23 Independent Bank Corp.
−Removed: Key Executive Change in Control Severance Plan .
−Removed: 19.1 Policy to Prevent Insider Trading 2023 .
−Removed: 21.1 Subsidiaries of Independent Bank Corp incorporated herein by reference to Exhibit 21.1 to Form 10-K filed on February 27, 2020 .+
+Added: Key Executive Change in Control Severance Plan, incorporated herein by reference to Exhibit 10.24 to Form 10-K for the year en ded December 31, 2023 , filed on February 28, 2024 .
+Added: 19.1 Policy to Prevent Insider Trading 2023 , incorporated herein by reference to Exhibit 19.1 to F orm 10-K for the year en ded December 31, 2023, filed on February 28, 2024 .
+Added: 21.1 Subsidiaries of Independent Bank Corp incorporated herein by reference to Exhibit 21.1 to Form 10-K for the year ended December 31, 2019, filed on February 27, 2020 .+
23.1 Consent of Independent Registered Public Accounting Firm *
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97 Independent Bank Corp.
−Removed: Incentive Compensation Recovery Policy .
+Added: Incentive Compensation Recovery Policy , incorporate d herein by reference to Exhibit 97 to F o rm 10-K for the year ended December 31, 2023, filed on Febru ary 28, 2024 .
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# Management contract or compensatory plan or arrangement.
−Removed: ++ Confidential treatment has been granted for certain portions of this exhibit pursuant to a confidential treatment order granted by the SEC.
−Removed: The omitted portions have been separately filed with the SEC.
FORM 10-K SUMMARY
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February 28, 2025
−Removed: LENTZ Director Date:
−Removed: February 28, 2024
/s/ EILEEN C.
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February 28, 2025
−Removed: /s/ JAMES O'SHANNA MORTON Director Date:
−Removed: February 28, 2024
−Removed: James O'Shanna Morton
/s/ GERARD F.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.