What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-02-28 · 63 added, 61 removed, 252 unchanged (33% of the section changed)

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The Company is the sole stockholder of Rockland Trust Company (“Rockland Trust” or the “Bank”), a Massachusetts trust company chartered in 1907.

The Bank provides a wide range of banking, investment and financial services, operating with over 120 retail branches, as well as a network of commercial and residential lending centers, and investment management offices primarily in Eastern Massachusetts, Worcester County, and Rhode Island.

The Bank provides a wide range of banking, investment and financial services, operating with over 150 retail branches, as well as a network of commercial and residential lending centers, and investment management offices primarily in Eastern Massachusetts, as well as in Worcester County, southern New Hampshire, and Rhode Island.

Rockland Trust also offers a full suite of mobile, online, and telephone banking services.

At December 31, 2025, the Company had total assets of $24.9 billion, total deposits of $20.1 billion, and stockholders’ equity of $3.6 billion.

On July 1, 2025, the Company completed the acquisition of Enterprise Bancorp, Inc.

(“Enterprise”).

For each share of Enterprise common stock, Enterprise stockholders had the right to receive 0.60 shares of the Company’s common stock and $2.00 in cash, with cash paid in lieu of fractional shares.

Total consideration was $503.1 million and consisted of $477.2 million of equity (7,478,906 shares) of the Company’s common stock, plus $25.9 million in cash, including cash paid for stock option cancellations and fractional shares.

The transaction qualified as a tax-free reorganization for federal income tax purposes and provided a tax-free exchange for Enterprise stockholders for the portion of the transaction consideration consisting of the Company’s common stock.

At December 31, 2025, Independent Bank Corp.’s consolidated subsidiaries included the Company’s banking subsidiary, Rockland Trust, which is the Company’s only reportable operating segment.

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• RTC LIHTC Investments LLC, and Rockland MHEF Fund LLC, established to invest primarily in Massachusetts-based low-income housing tax credit projects;

• EBTC NMTC Investment Fund - CHC, LLC, established to invest in qualified community development entity new markets tax credit financing;

• Rockland Trust Phoenix LLC, formed for the purpose of holding, maintaining, and disposing of certain foreclosed properties;

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Competitive factors considered for loan generation include interest rates, terms offered, loan fees charged, loan products offered, services provided, and geographic locations and a simplified application process.

In attracting deposits, the Bank’s primary competitors are savings banks, commercial and co-operative banks, credit unions, internet banks, as well as other nonbank institutions that offer financial alternatives such as brokerage firms and insurance companies.

Competitive factors considered in attracting and retaining deposits include deposit and investment products and their respective rates of return, brand awareness, liquidity, and risk, among other factors, such as convenient branch locations and hours of operation, personalized customer service, online and mobile access to accounts and automated teller machines.

In attracting deposits, the Bank’s primary competitors are savings banks, commercial and co-operative banks, credit unions, internet banks, as well as other non-bank institutions that offer financial alternatives such as brokerage firms and insurance companies.

The Bank’s market area is attractive and entry into the market area by financial institutions previously not competing there has occurred and may continue to occur, which could impact the Bank’s growth or profitability.

The Bank’s primary footprint for branch presence and deposit gathering is generally comprised of Eastern Massachusetts and Worcester County.

The Bank’s primary footprint for branch presence and deposit gathering is comprised of Eastern Massachusetts, Worcester County, and southern New Hampshire.

Lending Activities

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Loans are approved based upon a hierarchy of authority, predicated upon the size of the loan, quality of collateral and perceived level of risk.

Levels within the hierarchy of lending authorities range from individual lenders to the Company’s Loan Approval Committee.

Levels within the hierarchy of lending authorities range from individual lenders to the Company’s Loan Approval Committees.

In accordance with federal and state banking law, the Bank is permitted, with certain exceptions, to make loans and commitments to any one borrower, including related entities, in the aggregate amount of not more than 20% of the Bank’s stockholders’ equity, or $775.1 million at December 31, 2025, which is the Bank’s legal lending limit.

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Total $ 16,484,816 100.0 % 90.3 % 92.6 % 91.8 %

Commercial Loans Commercial loans consist of commercial real estate loans, commercial construction loans, commercial and industrial loans, and small business loans (which generally consist of loans to businesses with commercial credit needs of less than or equal to $750,000).

Commercial Loans Commercial loans consist of commercial real estate loans, commercial construction loans, commercial and industrial loans, and the various categories also includes small business loans (which generally consist of loans to businesses with commercial credit needs of less than or equal to $750,000) which are classified within these commercial categories as appropriate based upon the securing collateral.

The Bank offers secured and unsecured commercial loans for business purposes.

Commercial loans may be structured as term loans or as revolving/nonrevolving lines of credit, and include overdraft protection and letters of credit.

Secured loans may be collateralized by either owner or nonowner-occupied commercial mortgages or other assets.

Commercial loans may be structured as term loans or as revolving/non-revolving lines of credit, and include overdraft protection and letters of credit.

Secured loans may be collateralized by either owner or non-owner-occupied commercial mortgages or other assets.

The Bank’s commercial real estate portfolio, inclusive of commercial construction, is the Bank’s largest loan type concentration.

The Bank believes this portfolio is well diversified with loans secured by a variety of property types, such as nonowner-occupied commercial real estate, retail, office, industrial, warehouse, industrial development bonds and other special purpose properties, such as hotels, motels, nursing homes, restaurants, churches, and recreational facilities.

The Bank believes this portfolio is well diversified with loans secured by a variety of property types, such as non-owner-occupied commercial real estate, retail, office, industrial, warehouse, industrial development bonds and other special

purpose properties, such as hotels, motels, nursing homes, restaurants, churches, and recreational facilities.

The portfolio also includes loans secured by certain residential-related property types including multi-family apartment buildings, residential development tracts and condominiums.

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These loans generally have amortization periods of 20 to 30 years.

It is the Bank’s general practice to obtain personal guarantees from the principals of the borrower on commercial real estate loans.

It is the Bank’s general practice to obtain personal guarantees from the principals of the borrower on commercial real estate loans, when appropriate.

Additionally, the Bank typically obtains financial statements from commercial real estate borrowers at least annually or as deemed appropriate based on size and risk associated with the loans.

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Development of commercial real estate projects also may be subject to numerous land use and environmental issues.

The payment experience on nonowner-occupied commercial real estate projects is typically dependent on the successful operation of the real estate project, which can be significantly impacted by supply and demand conditions within the markets

for commercial, retail, office, industrial/warehouse and multi-family tenancy.

The current environment has created additional considerations over office exposure as the development of hybrid work environments has reduced and may continue to reduce demand for large office spaces and as a result has reduced and may potentially continue to reduce the valuation of collateral to loans within this property type.

The payment experience on non-owner-occupied commercial real estate projects is typically dependent on the successful operation of the real estate project, which can be significantly impacted by supply and demand conditions within the markets for commercial, retail, office, industrial/warehouse and multi-family tenancy.

The current environment continues to create additional considerations over office exposure as the development of hybrid work environments has reduced and may continue to reduce demand for large office spaces and as a result has reduced and may potentially continue to reduce the valuation of collateral to loans within this property type.

Amongst other actions, management is actively monitoring upcoming maturities within this subset of loans.

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Largest individual commercial real estate mortgage outstanding $ 59,366

Commercial real estate nonperforming loans/commercial real estate loans 0.99 %

Commercial real estate non-performing loans/commercial real estate loans 0.56 %

Commercial and industrial loans consist of both term loans and revolving or non-revolving lines of credit.

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Lines of credit, including asset-based lines, are typically collateralized by accounts receivable, inventory, or both, as well as other business assets.

Commercial lines of credit and asset-based lines generally are reviewed on an annual basis and usually require either a borrowing base formula or reflect varying levels of repayment of principal during the course of a year.

Commercial lines of credit and asset-based lines generally are reviewed on

an annual basis and usually require either a borrowing base formula or reflect varying levels of repayment of principal during the course of a year.

Additionally, other commercial term loans are typically secured by machinery and equipment, and/or owner occupied commercial real estate.

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Largest individual commercial and industrial loan outstanding $ 45,373

Commercial and industrial nonperforming loans/commercial and industrial loans 0.46 %

Commercial and industrial non-performing loans/commercial and industrial loans 0.20 %

Consumer Loans The Bank’s consumer portfolio consists of real estate loans comprised of residential mortgages and home equity loans and lines, all secured by one-to-four family residential properties, as well as other consumer loans.

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The Bank’s residential real estate loans are generally originated under terms, conditions and documentation which permit sale in the secondary market.

In order to protect the properties securing its residential and other real estate loans, the Bank requires title insurance protecting the priority of its mortgage lien, as well as fire, extended casualty, and flood insurance, when necessary.

Independent appraisers assess properties securing all of the Bank’s first mortgage real estate loans, as required by regulatory standards.

In order to protect the properties securing its residential mortgage loans, the Bank obtains title insurance protecting the priority of its mortgage lien, as well as fire, extended casualty, and flood insurance, when necessary.

Independent appraisers assess properties securing the Bank’s residential mortgages in accordance with regulatory standards.

Home equity loans and lines may be secured by a first or second mortgage on the borrower’s residence, second home or residential investment properties.

The Bank will typically originate home equity loans and lines in an amount up to 75% of the value, as determined by an appraisal, hybrid valuation method or automated valuation method, reduced for any loans outstanding that are secured by such collateral.

Other consumer

loans primarily consist of investment management secured lines of credit, installment loans and overdraft protection lines.

The consumer real estate loan portfolio at December 31, 2024 was as follows:

Other consumer loans primarily

consist of investment management secured lines of credit, installment loans and overdraft protection lines.

The consumer loan portfolio at December 31, 2025 was as follows:

Select Statistics Regarding the Consumer Portfolio

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Largest individual consumer loan outstanding $ 8,490

Consumer nonperforming loans/consumer loans 0.35 %

Consumer non-performing loans/consumer loans 0.48 %

Sources of Funds

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The Bank believes it has been able to attract and maintain satisfactory levels of deposits based on the level of service it provides to its customers, the convenience of its banking locations, its electronic banking options, and its interest rates, all of which are generally competitive with those of competing financial institutions.

Rockland Trust’s 123 branch locations feature expanded use of video-tellers, and are supplemented by internet and mobile banking services as well as automated teller machine (“ATM”) cards and debit cards which may be used to conduct various banking transactions at ATMs maintained at each of the Bank’s full-service offices and 55 additional remote ATM locations.

Rockland Trust’s 151 branch locations are supplemented by internet and mobile banking services as well as ATM cards and debit cards which may be used to conduct various banking transactions at ATMs maintained at each of the Bank’s full-service offices an d 57 ad ditional remote ATM locations.

The ATM cards and debit cards also allow customers access to a variety of national and international ATM networks.

The Bank’s mobile banking services give customers the ability to use a variety of mobile devices to check balances, track account activity, pay bills, search transactions, and set up alerts for text or e-mail messages for changes in their account.

Customers can also transfer funds between Rockland Trust accounts, deposit checks into their account, and identify the nearest branch or ATM directly from their mobile device.

Customers can also transfer funds between Rockland Trust accounts, deposit

checks into their account, and identify the nearest branch or ATM directly from their mobile device.

Rockland Trust also offers person-to-person payment capabilities, allowing for simple and secure funds transfers between most banks and credit unions.

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A change in applicable statutes, regulations or regulatory policy may have a material effect on the Company’s business.

The Company expects that the new U.S.

presidential administration will seek to implement a regulatory reform agenda that is significantly different than that of the prior administration, impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies, which could, in turn, have a material effect on the Company’s business.

Additionally, the current federal administration is implementing a regulatory reform agenda that is significantly different than that of the prior administration which affects the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies, which could, in turn, have a material effect on the Company’s business.

The laws and regulations governing the Company and the Bank that are described in the following discussion generally have been promulgated to offer protection to customers, including depositors and borrowers and not for the purpose of protecting shareholders.

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engaging in insurance underwriting under limited circumstances;

leasing personal property on a full-payout, nonoperating basis;

leasing personal property on a full-payout, non-operating basis;

providing tax planning and preparation services;

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The Bank’s assessment base is defined as average consolidated total assets minus average tangible equity, adjusted for the impact of the risk category factors.

In November 2023, the FDIC Board of Directors approved a final rule to implement a special assessment to recover losses to the DIF associated with protecting uninsured depositors following the closures of three prominent financial institutions in 2023.

The charge was determined by applying a quarterly assessment rate to the Bank’s assessment base, which was defined as the estimated uninsured deposits exceeding $5 billion at December 31, 2022, to be paid over eight quarters beginning in the first quarter of 2024.

In June 2024, due to the increased estimate of losses, the FDIC announced that it expected the special assessment to be collected for an additional two quarters beyond the initial eight-quarter collection period, at a lower rate.

This updated assessment was made under the FDIC’s final rule whereby the estimated loss pursuant to the systemic risk determination can be periodically adjusted.

The FDIC has also retained the ability to cease collection early, extend the special assessment collection period, and/or impose a final shortfall special assessment.

It is uncertain the extent to which any such additional future assessments could impact the Company’s future deposit insurance expense.

Community Reinvestment Act (“CRA”) Pursuant to the CRA and similar provisions of Massachusetts law, regulatory authorities review the performance of the Company and the Bank in meeting the credit needs of the communities served by the Bank.

Community Reinvestment Act (“CRA”) Pursuant to the Federal CRA and similar provisions of Massachusetts law, regulatory authorities review the performance of the Company and the Bank in meeting the credit needs of the communities served by the Bank.

The applicable regulatory authorities consider compliance with this law in connection with applications for, among other things, approval of new branches, branch relocations, the engagement in certain additional financial activities under the Gramm-Leach-Bliley Act, and acquisitions of banks and bank holding companies.

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OFAC publishes lists of specially designated targets and countries.

The Company and the Bank are responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence.

The Company and the Bank are responsible for, among other things, blocking accounts of, and transactions with, such targets

and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence.

Failure to comply with these sanctions could have serious legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required.

Regulation W Transactions between a bank and its “affiliates” are quantitatively and qualitatively restricted under the Federal Reserve Act.

The FDI Act applies Sections 23A and 23B to insured nonmember banks in the same manner and to the same extent as if they were members of the Federal Reserve System.

The FDI Act applies Sections 23A and 23B to insured non-member banks in the same manner and to the same extent as if they were members of the Federal Reserve System.

The Federal Reserve has also issued Regulation W, which codifies prior regulations under Sections 23A and 23B of the Federal Reserve Act and interpretative guidance with respect to affiliate transactions.

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• to an amount equal to 20% of the bank’s capital and surplus, in the case of covered transactions with all affiliates.

In addition, a bank and its subsidiaries may engage in covered transactions and other specified transactions only on terms and under circumstances that are substantially the same, or at least as favorable to the bank or its subsidiary, as those prevailing at the time for comparable transactions with nonaffiliated companies.

A “covered transaction” includes:

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• with some exceptions, each loan or extension of credit by a bank to an affiliate must be secured by collateral with a market value ranging from 100% to 130%, depending on the type of collateral, of the amount of the loan or extension of credit.

Regulation W generally excludes all nonbank and nonsavings association subsidiaries of banks from treatment as affiliates, except to the extent that the Federal Reserve decides to treat these subsidiaries as affiliates.

Regulation W generally excludes all non-bank and non-savings association subsidiaries of banks from treatment as affiliates, except to the extent that the Federal Reserve decides to treat these subsidiaries as affiliates.

Dodd-Frank Wall Street Reform and Consumer Protection Act In 2010, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

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The Dodd-Frank Act also permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor.

• requires publicly traded companies to give stockholders a nonbinding vote on executive compensation and so-called “golden parachute” payments.

• requires publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments.

The Company provides its shareholders with the opportunity to vote on executive compensation every year.

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• created a new Consumer Financial Protection Bureau (“CFPB”) with broad powers to supervise and enforce consumer protection laws.

With total assets in excess of $10 billion, the Company is classified as a large bank and therefore subject to direct supervision and examination by the CFPB.

• debit card and interchange fees must be reasonable and proportional to the issuer’s cost for processing the transaction.

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Accordingly, under the Collins Amendment, trust preferred securities are generally excluded from regulatory capital, except in certain instances based upon asset thresholds established under the Collins Amendment.

Consumer Protection Regulations As a financial institution with more than $10 billion in assets, the Bank is supervised by the CFPB for consumer protection purposes.

Consumer Protection Regulations The Bank is supervised by the CFPB for consumer protection purposes.

The CFPB’s regulation of the Bank is focused on risks to consumers and compliance with the federal consumer financial laws and includes regular examinations of the Bank.

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Consequently, unintentional actions by the Bank could have a material adverse impact on our lending and results of operations if the actions are found to be discriminatory by our regulators.

Although the future authority of the CFPB is not clear under the current federal administration, if adopted,

new CFPB regulations, and changes to CFPB regulations and enforcement priorities, could have a material impact on our compliance costs, compliance risk, and operations of the Bank.

The Bank is subject to federal consumer protection statutes and regulations promulgated under those laws, including, but not limited to the following:

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The Company’s largest business units, in terms of total headcount, include Retail, Commercial, and Operations, employing 42.9%, 17.3% and 7.8% of colleagues, respectively.

Other business units include Audit, Corporate Services, Executive, Executive Administration, Finance, Human Resources, Investment Management Group, Information Technology, Loan Operations, Marketing, Mortgage, and Risk.

Other business units include Audit, Consumer Lending, Corporate Services, Executive, Executive Administration, Finance, Human Resources, Investment Management Group, Information Technology, Loan Operations, Marketing, Mortgage, and Risk.

Rockland Trust’s average full time equivalent was 2,219, as of December 31, 2025.

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Colleagues are provided with competitive compensation, a comprehensive benefits package and an environment that supports a healthy work-life balance.

The Company surveys its colleagues quarterly and annually utilizing effective listening and feedback tools to monitor colleague sentiments around the work experience.

The Company is frequently recognized for being a top workplace in areas such as employee appreciation, professional development, and work-life flexibility.

According to a recent internal survey, 84% of colleagues would recommend working at Rockland Trust.

Rockland Trust’s competitive benefits include medical, dental and vision insurance, long-term disability insurance, life insurance, a 401(k) voluntary savings plan, an additional defined contribution retirement savings plan, paid time off, illness/personal time, paid parental leave, childcare assistance, wellness program RockFit, dedicated Employee Assistance Program, paid volunteer days, supplemental insurance, pet insurance, and more.

Colleagues are also offered a full suite of learning and development programs designed to support professional growth and career advancement.

The Company surveys its colleagues quarterly and annually utilizing effective

listening and feedback tools to monitor colleague sentiments around the work experience.

The Company is frequently recognized for being a top workplace in areas such as employee appreciation and well-being, professional development, and work-life flexibility.

According to a June 2025 internal survey, 84% of colleagues would recommend working at Rockland Trust.

Rockland Trust’s competitive benefits include medical, dental and vision insurance, long-term disability insurance, life insurance, a 401(k) voluntary savings plan, an additional defined contribution retirement savings plan, paid time off, illness/personal time, paid parental leave, childcare assistance, tuition reimbursement, wellness program RockFit, dedicated Employee Assistance Program, paid volunteer days, supplemental insurance, pet insurance, and more.

In 2025, Rockland Trust University (“RT University”) was established to create a holistic learning environment by centralizing training and development resources to better support and enhance the skills and capabilities needed for the Company’s workforce.

Through RT University, colleagues are offered a full suite of learning and development programs designed to support professional growth and career advancement in areas such as communication skills, critical thinking, and digital and data skills.

Formal colleague development programs include the Rising Stars Development Program (for entry-level colleague career advancement), Strategies and Tactics for Emerging Professionals, the Commercial Lender Development Program, and the Retail Management Training Program.

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These journeys provide detail on required trainings, promotion guidelines, position descriptions, mentoring opportunities, and talent development opportunities, all designed to help colleagues navigate and grow their careers.

Colleagues are invited to participate in the Company’s online learning offerings and facilitator-led training opportunities.

Rockland Trust also offers Tuition Reimbursement through a decades-long partnership with Cambridge College Global and other colleges and universities.

The partnership with Cambridge College Global allows part-time and full-time colleagues to earn their degree at discounted tuition rates, making it virtually cost-free.

The partnership also includes access to Cambridge College Global professors who facilitate many of our training programs.

Our leadership philosophy is created using Gestalt-based leadership principles, developed by the Gestalt International Study Center (“GISC”).

Colleagues are invited to participate in RT University’s online learning offerings and facilitator-led training opportunities.

Rockland Trust also offers tuition reimbursement through a decades-long partnership with Bay Path University and other colleges and universities.

The partnership with Bay Path University allows part-time and full-time colleagues to earn their degree at discounted tuition rates, making it virtually cost-free.

The partnership also includes access to Bay Path University professors who facilitate many of the Company’s training programs.

The Company’s leadership philosophy is created using Gestalt-based leadership principles, developed by the Gestalt International Study Center (“GISC”).

Through this partnership with GISC, the Company’s flagship leadership development program, Principles of Management, was designed to help all Rockland Trust Managers optimize team performance aligned with the Company’s corporate culture, “Where Each Relationship Matters,” while creating a great place to work for colleagues.

As of December 31, 2024, 87% of the managers at Rockland Trust have completed this training program with remaining managers, having been newly hired or promoted within the last year, slated to participate in 2025.

Throughout the course of the Company’s relationship with GISC, a suite of leadership development programs have been designed to address the specific development needs of both emerging leaders and long-time managers as the organization grows.

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Colleagues are also recognized for extraordinary efforts through annual “Shining Star” awards and other awards at the annual all employee meeting.

Community Outreach In 2024, the affiliated charitable foundation of Rockland Trust, Rockland Trust Charitable Foundation Inc., donated approximately $2.5 million to over 330 nonprofit organizations throughout the Company’s footprint.

In total, the Bank and our affiliated foundation contributed over $4.3 million to over 1,000 local nonprofit and community organizations.

Community Outreach In 2025, the affiliated charitable foundation of Rockland Trust, Rockland Trust Charitable Foundation Inc., donated approximately $2.3 million to over 340 non-profit organizations throughout the Company’s footprint.

In total, the Bank and its affiliated foundation contributed over $4.8 million to over 1,100 local non-profit and community organizations.

In addition, Rockland Trust employees volunteered over 37,500 service hours in our communities in 2025.

Commitment to Relationships At Rockland Trust, management believes each relationship matters, and that statement goes far beyond the Company’s customers.

Rockland Trust deliberately nurtures an inclusive workplace so that each employee is valued and respected.

Rockland Trust deliberately nurtures an inclusive workplace so that each employee

is valued and respected.

The Company believes creating this culture enables the Company to better perform for its customers and the communities in which it operates.

The Company is committed to respecting all colleagues as individuals and to be courteous and considerate to each colleague.

There has been an established inclusion program designed to ensure colleagues are valued and respected at the Company for over 19 years, and this program continues to grow and evolve.

In 2024, for the second year in a row, the Company invited managers and leaders to participate on a voluntary basis in an “Inclusive Leadership” program designed to offer managers and leaders ideas about new ways to engage, involve, respect, and value the varied perspectives and contributions of all team members.

Rockland Trust strives to ensure colleagues have an opportunity to be heard, valued and engaged.

Rockland Trust offers five Employee Resource Groups (“ERGs”) which are open to all employees:

Inclusion Network, EmpowHer Alliance, Pride Alliance, Unidos, and The Money Circle.

Rockland Trust offers six Employee Resource Groups which are open to all employees:

Inclusion Network, EmpowHer Alliance, Pride Alliance, Unidos, Momentum, and The Money Circle.

These voluntary, employee-led groups join together to provide opportunities for colleagues to network and engage with one another as well as to get involved in educational and social engagements, including collective charitable works.

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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.

What changed 10-K

Item 1. Business