What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 56 added, 24 removed, 185 unchanged (30% of the section changed)

94 unchanged sentences

Exhibits Index

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 .

2.1 Agreement and Plan 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 herein 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 .

3.2 Amended and Restated Bylaws of the Company, as adopted October 19, 2017, incorporated herein by reference to Exhibit 3.1 to Form 8-K filed on October 23, 2017 .

3.2 Amended and Restated By - L aws of the Company, incorporated herein by reference to Exhibit 3.1 to Form 8-K filed on June 25, 2025 .

4.1 Specimen Common Stock Certificate, incorporated herein by reference to Form 10-K for the year ended December 31, 1992, filed on March 29, 1993 (paper filing).

1 unchanged sentence

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.

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 .

4.4 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 Form 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 .

1 unchanged sentence

4.7 Guarantee Agreement relating to Independent Capital Trust V, incorporated herein by reference to Exhibit 4.17 to Form 10-K for the year ended December 31, 2006, filed on February 28, 2007.

4.8 Issuing and Paying Agency Agreement, dated March 14, 2019, by and between Independent Bank Corp.

Bank National Association, as the issuing and paying agent, incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on March 18, 2019 .

4.9 Form of Fixed-to-Floating Rate Subordinated Notes Due 2029, incorporated herein by reference to Exhibit 4.2 to Form 8-K filed on March 18, 2019 .

4.8 Independent Bank Corp.

1 unchanged sentence

4.9 Description of Securities, incorporated herein by reference to Exhibit 4.11 to Form 10-K for the year ended December 31, 2019, filed on February 27, 2020.

4.10 Base Indenture, dated as of March 25, 2025 by and between Independent Bank Corp.

Bank Trust Company, National Association, as trustee, incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on March 25, 2025 .

4.11 Supplemental Indenture, dated as of March 25, 2025 by and between Independent Bank Corp.

Bank Trust Company, National Association, as trustee, incorporated herein by reference to Exhibit 4.2 to Form 8-K filed on March 25, 2025 .

4.12 Form of 7.25% Fixed-to-Floating Rate Subordinated Notes due 2035, incorporated herein by reference to Exhibit 4.3 to Form 8-K filed on March 25, 2025 .

10.1 Independent Bank Corp.

1 unchanged sentence

10.2 Independent Bank Corp.

and Rockland Trust Company 2019 Nonqualified Deferred Compensation Plan for Non-Employee Directors, incorporated herein by reference to Exhibit 10.2 to Form 10-K for the year ended December 31, 2019, filed on February 28, 2019 .

and Rockland Trust Company 2019 Non-qualified Deferred Compensation Plan for Non-Employee Directors, incorporated herein by reference to Exhibit 10.2 to Form 10-K for the year ended December 31, 2019, filed on February 28, 2019 .

10.3 Form of Indemnification Agreement between Independent Bank Corp.

1 unchanged sentence

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 .#

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 .

10.5 Salary Continuation Agreement dated as of July 15, 2025 by and between the Bank and George L.

Duncan, incorporated by reference to Exhibit 10.39.1 to Enterprise’s Form 8-K filed on July 20, 2025, as amended by From 8-K/A filed on February 23.

10.6 Salary Continuation Agreement dated as of July 15, 2025 by and between the Bank and Richard W.

Main, incorporated by reference to Exhibit 10.39.2 to Enterprise’s Form 8-K filed on July 20, 2025, as amended by From 8-K/A filed on February 23.

10.7 First Amendment dated as of December 19, 2008 to Salary Continuation Agreement dated as of July 15, 2025 by and between the Bank and George L.

Duncan, incorporated by reference to Exhibit 10.1.1 to Enterprise’s Form 8-K filed on December 24.

10.8 First Amendment dated as of December 19, 2008 to Salary Continuation Agreement dated as of July 15, 2025 by and between the Bank and Richard W.

Main, incorporated by reference to Exhibit 10.1.2 to Enterprise’s Form 8-K filed on December 24.

10.9 Rockland Trust Company Third Amended and Restated 401(k) Restoration Plan, incorporated herein by reference to Exhibit 10.4 to Form 10-K for the year ended December 31, 2017, filed on February 27, 2018 .

10.10 Independent Bank Corp.

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.

Nadeau and Rockland Trust, incorporated herein by reference to Exhibit 99.5 to Form 8-K filed on November 21, 2008 .

and Rockland Trust Company Second Amended and Restated Non-qualified Deferred Compensation Plan, incorporated herein by reference to Exhibit 10.7 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024 .

10.11 Employment Agreement between Mark J.

2 unchanged sentences

Tengel, Independent and Rockland Trust, incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on January 11, 2023 .

10.10 Letter Agreement regarding Succession and Consulting Services by and between Christopher Oddleifson and Independent Bank Corp.

Inc., incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on January 11, 2023 .

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 .

10.13 Employment Agreement between Maria Harris and Rockland Trust, incorporated herein by reference to Exhibit 10.12 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024 .

10.14 Independent Bank Corp.

8 unchanged sentences

2018 Nonemployee Director Stock Plan, incorporated herein by reference to Exhibit 4.1 to Form S-8 filed on May 18, 2018.

10.20 Amendment No.

1 to Independent Bank Corp.

2018 Non-Employee Director Restricted Stock Plan, filed herewith .*

10.21 Independent Bank Corp.

2018 Restricted Stock Agreement for Nonemployee Directors, incorporated herein by reference to Exhibit 10.21 to Form 10-K for the year ended December 31, 2018, filed on February 28, 2019 .

2018 Restricted Stock Agreement for Non-employee Directors, incorporated herein by reference to Exhibit 10.21 to Form 10-K for the year ended December 31, 2018, filed on February 28, 2019 .

10.22 Independent Bank Corp.

2010 Nonemployee Director Stock Plan, incorporated herein by reference to Exhibit 99.1 to Form 8-K filed on May 24, 2010.

2010 Non-employee Director Stock Plan, incorporated herein by reference to Exhibit 99.1 to Form 8-K filed on May 24, 2010.

10.23 Independent Bank Corp.

Stock Option Agreement for Nonemployee Director, incorporated herein by reference to Exhibit 99.2 to Form 8-K filed on May 24, 2010.

Stock Option Agreement for Non-employee Director, incorporated herein by reference to Exhibit 99.2 to Form 8-K filed on May 24, 2010.

10.24 Independent Bank Corp.

3 unchanged sentences

10.26 Independent Bank Corp.

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 .

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 .

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 .+

Key Executive Change in Control Severance Plan, incorporated herein by reference to Exhibit 10.24 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024 .

10.27 Form of Chief Executive Officer Performance Based Restricted Stock Award Agreement, incorporated herein by reference to exhibit 10.1 to Form 10-Q filed on May 7, 2025 .

10.28 Form of Executive Officer Performance Based Restricted Stock Award Agreement, incorporated herein by reference to exhibit 10.2 to Form 10-Q filed on May 7, 2025 .

10.29 Form of Officer Performance Based Restricted Stock Award Agreement, incorporated herein by reference to exhibit 10.3 to Form 10-Q filed on May 7, 2025 .

10.30 Form of Chief Executive Officer Time-Vesting Restricted Stock Award Agreement, incorporated herein by reference to exhibit 10.4 to Form 10-Q filed on May 7, 2025 .

10.31 Form of Executive Officer Time-Vesting Restricted Stock Award Agreement, incorporated herein by reference to exhibit 10.5 to Form 10-Q filed on May 7, 2025.

10.32 Form of Officer Time-Vesting Restricted Stock Award Agreement, incorporated herein by reference to exhibit 10.6 to Form 10-Q filed on May 7, 2025.

10.33 Form of Chief Executive Officer Time-Vesting Restricted Stock Award Agreement, filed herewith .*

10.34 Form of Executive Officer Time-Vesting Restricted Stock Award Agreement, filed herewith .*

10.35 Form of Officer Time-Vesting Restricted Stock Award Agreement, filed herewith .*

19.1 Policy to Prevent Insider Trading 2023, incorporated herein by reference to Exhibit 19.1 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024 .

21.1 Subsidiaries of Independent Bank Corp .*

23.1 Consent of Independent Registered Public Accounting Firm *

4 unchanged sentences

97 Independent Bank Corp.

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 .

Incentive Compensation Recovery Policy, incorporated herein by reference to Exhibit 97 to Form 10-K for the year ended December 31, 2023, filed on February 28, 2024 .

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17 unchanged sentences

Tengel (Principal Executive Officer)

ABELLI Director and Chairman of the Board Date:

/s/ MICHAEL P.

HOGAN Director and Chairman of the Board Date:

February 27, 2026

4 unchanged sentences

February 27, 2026

/s/ MICHAEL P.

HOGAN Director Date:

ABELLI Director Date:

February 27, 2026

/s/ KENNETH S.

ANSIN Director Date:

February 27, 2026

LENTZ Director Date:

February 27, 2026

/s/ JOSEPH C.

LERNER Director Date:

February 27, 2026

/s/ EILEEN C.

12 unchanged sentences

Susan Perry O'Day

/s/ LEIF O’LEARY Director Date:

February 27, 2026

MORTON Director Date:

February 27, 2026

/s/ DAWN PERRY Director Date:

February 27, 2026

SMITH Director Date:

4 unchanged sentences

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 9A. Controls and Procedures