As filed with the Securities and Exchange Commission on July 26,November 6, 2018.

FileNo. 333-226094333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORMS-4

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

INDEPENDENT BANK CORP.

(Exact name of registrant as specified in its charter)

Massachusetts

(State or other jurisdiction of incorporation or organization)

6022

(Primary Standard Industrial Classification Code Number)

04-2870273

(IRS Employer Identification Number)

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)

Edward H. Seksay, Esq.

General Counsel

Independent Bank Corp.

2036 Washington Street, Hanover, Massachusetts 02339

(781)982-6158

(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 the effectiveness of this Registration Statement and the completion of the arrangement as 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 and X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule13e-4(i) (Cross-Border Issuer Tender Offer)     ☐

Exchange Act Rule14d-1(d) (Cross-Border Third Party Tender Offer)    ☐

CALCULATION OF REGISTRATION FEE

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.

The information contained in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus is not an offer to sell these securities, and is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction where such offer, solicitation, or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Dear MNBBlue Hills Bancorp, Inc. Stockholders and Independent Bank Corp. Shareholders:

YouWe are cordially invitedpleased to attend a special meetingreport that the Boards of shareholdersDirectors of MNBBlue Hills Bancorp, Inc. (“MNB”BHB”) and Independent Bank Corp. (“Independent”) have approved an Agreement and Plan of Merger, which is referred to be held at 10:00 a.m., local time, on September 12, 2018 at MNB’s main office located at 300 East Main Street, Milford, Massachusetts 01757. Atas the special meeting, youmerger agreement. Under the merger agreement, BHB will be asked to consider and vote upon a proposal to approve an agreement and plan of merger (the “merger agreement”) that provides for MNB to merge with and into Independent, Bank Corp. (“Independent”),with Independent as well asthe surviving company in the merger. Independent and BHB cannot complete the merger transaction without the approval of both Independent shareholders and BHB stockholders.

BHB will be holding a special meeting of its common stockholders to vote uponon certain matters in connection with the merger and Independent will be holding a proposal to authorize the board of directors of MNB to adjourn the special meeting if necessary,of its common shareholders to permit further solicitationvote on certain matters in connection with the merger. Holders of proxiesshares of BHB common stock will vote at a special meeting of BHB stockholders to be held on the proposal[●] to approve the merger agreement and plan of merger or to vote on other matters properly beforea related proposal. Holders of shares of Independent common stock will vote at a special meeting of Independent common shareholders to be held on [●] to approve the special meeting.merger agreement, including the issuance of up to 6,835,690 shares of Independent common stock in connection with the merger, which is necessary to allow the merger to close, and to vote on a related proposal. The 6,835,690 shares of Independent common stock represent the maximum number of shares that would be issuable in the transaction, based on the estimated maximum number of shares of BHB common stock outstanding immediately prior to the merger, assuming that all outstanding stock options granted by BHB on the date hereof are exercised and all outstanding shares of restricted stock on the date hereof vest in accordance with their terms.

If the proposed merger is completed, MNB’s shareholdersBHB’s stockholders will receive in exchange for each share of MNBBHB common stock, either (i) $275.00$5.25 in cash orand (ii) 3.55 shares0.2308 of a share of Independent common stock in accordance with the terms and conditions of the merger agreement. You will have the opportunity to elect to receive cash or IndependentIndependent’s and BHB’s common stock or a combination of cash and Independent common stock, for your shares of MNB common stock, subject to allocation procedures designed to ensure that 75% of the outstanding shares of MNB common stock will be converted into shares of Independent common stock and 25% will be converted into cash. You will receive a separate mailing that will contain instructions for making your election. MNB’s common stock is not listed on any stock exchange or theover-the-counter marketplace. Independent’s common stock isare each listed on the Nasdaq Global Select Market under the trading symbolsymbols “INDB” and the“BHBK,” respectively. The closing sales priceprices of Independent common stock and BHB common stock on July 24, 2018,[●], the last practicable trading day prior to the mailing of this document, was $90.15.were $[●] and $[●], respectively. The equivalent value of the stock consideration to be paid in the merger for each share of MNB common stock,BHB, calculated by (i) adding $5.25 to (ii) the product obtained by multiplying the July 24, 2018 closing sales price of Independent common stock of $[●] on [●] by the 3.550.2308 exchange ratio, would be $320.03.$[●]. The market prices for both Independent common stock and BHB common stock will fluctuate prior to the merger, and the market price for Independent common stock will fluctuate both prior and subsequent to the merger. We urge you to obtain current market quotations for both Independent common stock and BHB common stock.

If the market price of Independent common stock falls substantially, both in absolute terms (that is, a volume weighted average trading price below $60.09)$77.07) and by comparison to a market capitalization-weighted index of the stock of banking companies that comprise the Nasdaq Bank Stock Index, MNBBHB may terminate the merger agreement. However, if MNBBHB seeks to exercise that termination right, Independent may negate the termination by increasing the exchange ratio from 3.55 shares0.2308 of a share to a formula amount determined in accordance with the merger agreement, as described in this joint proxy statementstatement/prospectus.

We generally expect the merger to betax-free solely with respect to the Independent common stock that BHB common stockholders receive.

Assuming the exchange ratio is 0.2308 of a share, if the merger is completed and prospectus.all outstanding stock options granted by BHB on the date hereof are exercised and all outstanding shares of restricted stock on the date hereof vest in accordance with their terms prior to the closing of the merger, BHB common stockholders will own approximately 6.8 million shares, or approximately 20%, of Independent’s outstanding common stock. Independent expects substantially fewer shares of Independent common stock will be issued in the merger because not all outstanding stock options granted by BHB will be exercised before the closing of the merger. If no stock options are exercised, BHB stockholders would own approximately 18% of Independent’s common stock upon completion of the merger.

Independent and MNBBHB cannot complete the proposed merger unless, MNB’s among other conditions, BHB’s stockholders approve the merger agreement and the merger at the BHB special meeting and Independent’s

shareholders approve the merger agreement and the merger at the Independent special meeting. This letter is accompanied by MNB’sBHB’s proxy statement, which MNBBHB is providing to BHB stockholders to solicit yourtheir proxy to vote for approval of the merger agreement and the merger at the BHB special meeting, and by Independent’s proxy statement, which Independent is providing to Independent shareholders to solicit their proxy to vote for approval of the merger agreement and the merger at the Independent special meeting. The accompanying document is also being delivered to MNB’s shareholdersBHB’s stockholders as Independent’s prospectus for its offering of Independent common stock to MNB’s shareholdersBHB’s stockholders in the merger.

MNB’sBHB’s board of directors has unanimously recommended that you vote “FOR” approval of the merger agreement and the transactions contemplated by the merger agreement, including the merger, at the BHB special meeting and “FOR” approval of the authorization of the board of directors of MNBBHB to adjourn the BHB special meeting if necessary to permit further solicitation of proxies on the proposal to approve the agreement and plan of merger and to vote on other matters properly before the BHB special meeting.

Independent’s board of directors has unanimously recommended that you vote “FOR” approval of the merger agreement and the transactions contemplated by the merger agreement, including the merger and the issuance of up to 6,835,690 shares of Independent common stock in connection with the merger, at the Independent special meeting, which is necessary to allow the merger to close, and “FOR” approval of the authorization of the board of directors of Independent to adjourn the Independent special meeting if necessary to permit further solicitation of proxies on the proposals to approve the agreement and plan of merger and to vote on other matters properly before the Independent special meeting.

This joint proxy statement/prospectus provides you with detailed information about the proposed merger. It also contains or references information about Independent and MNBBHB and related matters. You are encouraged to read this document carefully. In particular, you should read the “Risk Factors” section beginning on page 12[19] for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you.

Your vote is very important.Approval of the MNBBHB merger agreement proposal will require the affirmative vote of the holders of a majority of the shares of BHB common stock outstanding and entitled to vote. Approval of the Independent merger agreement proposal will require the affirmative vote of the holders of at leasttwo-thirds of the outstanding shares of MNBIndependent common stock outstanding and entitled to vote. Whether or not you plan to attend the BHB special meeting or Independent special meeting, as applicable, please take the time to vote by completing and mailing the enclosed proxy card. If youBHB stockholders and Independent shareholders do not vote in person or by proxy, it will have the same effect as a vote against the proposal to approve the merger.merger at the BHB special meeting or the Independent special meeting, as applicable.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved the proposed merger, including the issuance of Independent common stock to be issued in connection with the merger, or the other transactions described in this joint proxy statement/prospectus, or determined if this joint 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.

This joint proxy statement/prospectus is dated July 26, 2018[●] and is first being mailed or otherwise delivered to stockholders of BHB and shareholders of MNBIndependent on or about August 1, 2018.[●].

MNBBLUE HILLS BANCORP, INC.

300 East Main500 River Ridge Drive

Norwood, Massachusetts 02062

(617)360-6520

Notice of Special Meeting of Stockholders

to be held[●]

To the Stockholders of Blue Hills Bancorp, Inc.:

A special meeting of stockholders of Blue Hills Bancorp, Inc. (“BHB”) will be held at [●], local time, on [●] at [●]. Any adjournment or postponement of the special meeting will be held at the same location.

The purpose of the special meeting is to:

You may vote at the special meeting if you were a stockholder of record at the close of business on [●].

The BHB board of directors unanimously recommends that you vote “FOR” approval of the merger agreement and the transactions contemplated by the merger agreement, including the merger, and “FOR” approval of the authorization of the board of directors of BHB to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the BHB merger agreement proposal or to vote on other matters properly before the special meeting.

Under the provisions of the Maryland General Corporation Law, as amended, the holders of BHB common stock are not entitled to dissenters’ rights of appraisal in connection with the merger.

Your vote is very important. Your vote is important regardless of how many shares you own. Whether you plan to attend the BHB special meeting or not, please promptly vote your shares. Voting procedures are described in the accompanying joint proxy statement/prospectus and on the proxy card for the BHB special meeting.

By Order of the Board of Directors,

Lauren B. Messmore

Corporate Secretary

IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE VOTING YOUR SHARES, PLEASE CONTACT OUR PROXY SOLICITOR, [●], AT [●].

INDEPENDENT BANK CORP.

288 Union Street

Milford,Rockland, Massachusetts 0175702370

(508)(781)634-4100878-6100

Notice of Special Meeting of Shareholders

to be held September 12, 2018[●]

To the shareholdersShareholders of MNB Bancorp:Independent Bank Corp.:

A special meeting of shareholders of MNB BancorpIndependent Bank Corp. (“MNB”Independent”) will be held at 10:00 a.m.[●], local time, on September 12, 2018[●] at MNB’s main office located at 300 East Main Street, Milford, Massachusetts 01757.[●]. Any adjournment or postponement of the special meeting will be held at the same location.

The purpose of the special meeting is to:

You may vote at the special meeting if you were a shareholder of record at the close of business on July 20, 2018.[●].

The MNBIndependent board of directors unanimously recommends that you vote “FOR” approval of the merger agreement and the transactions contemplated by the merger agreement, including the merger and the issuance of up to 6,835,690 shares of Independent common stock in connection with the merger, and “FOR” approval of the authorization of the board of directors of MNBIndependent to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the MNBIndependent merger agreement proposal or to vote on other matters properly before the special meeting.

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

Your vote is very important. Your vote is important regardless of how many shares you own. Whether or not you plan to attend the Independent special meeting or not, please promptly vote your shares. Voting procedures are described in the accompanying joint proxy statement/prospectus and on the proxy card.card for the Independent special meeting.

IF YOU HAVE ANY QUESTIONS ABOUTOR NEED ASSISTANCE VOTING YOUR SHARES, PLEASE CALL DANIEL R. DEVINE, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF MNB BANCORP,CONTACT OUR PROXY SOLICITOR, [●], AT (508)244-5140.[●].

REFERENCE TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about BHB and Independent from other documents that are not included in, or delivered with, this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. We have listed the documents containing this information on page 91[●] of this joint proxy statement/prospectus. You can obtain copies of these documents incorporated by reference in this document through the Securities and Exchange Commission’s website at http://www.sec.gov or by requesting them in writing or by telephone from BHB or Independent at the following address:addresses:

For business and financial information about BHB, please contact:

Blue Hills Bancorp, Inc.

500 River Ridge Drive

Norwood, Massachusetts 02062

Attention: Lauren B. Messmore, Corporate Secretary

(617)361-6900

For business and financial information about Independent, please contact:

Independent Bank Corp.

288 Union Street

Rockland, Massachusetts 02370

Attention: Edward H. Seksay, General Counsel

(781)982-6158

If youBHB stockholders would like to request documents, youthey must do so no later than August 31, 2018[●] in order to receive them before MNB’sBHB’s special meeting. YouIf Independent shareholders would like to request documents, they must do so no later than [●] in order to receive them before Independent’s special meeting. Neither BHB stockholders nor Independent shareholders will not be charged for any of these documents that youthey request.

For additional information regarding where you can find information about Independent and MNB,BHB, please see the section entitled “Where You Can Find More Information” beginning on page 90[●] of this joint proxy statement/prospectus. The information contained in this joint proxy statement/prospectus with respect to Independent and its subsidiaries was provided by Independent and the information contained in this joint proxy statement/prospectus with respect to MNBBHB and its subsidiaries was provided by MNB.BHB.

For information on submitting your proxy, please refer to the instructions on the enclosed proxy card.card for the BHB special meeting or on the enclosed proxy card for the Independent special meeting, as applicable.

TABLE OF CONTENTS

i

i

ii

QUESTIONS AND ANSWERS ABOUT THE MERGER, THE BLUE HILLS BANCORP, INC. SPECIAL MEETING AND THE INDEPENDENT BANK CORP. SPECIAL MEETING OF MNB’S SHAREHOLDERS

Questions and Answers About the Merger

Independent’s common stock is listed on the Nasdaq Global Select Market 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 the Nasdaq Global Select Market for the five trading days ending on the fifth trading day immediately preceding the closing date of the merger, which is referred to in this proxy statement/prospectusherein as the “ClosingClosing VWAP.”

Stock Options: Each stock option granted by BHB will become fully vested immediately prior to the effective time of the merger. BHB stock options will be cancelled upon consummation of the merger, and each option holder will receive a cash payment upon cancellation of the BHB stock option equal to the product of (i) the number of shares of BHB common stock provided for by such stock option and (ii) the excess, if any, of $26.25 over the exercise price of such stock option. Any BHB stock option with an exercise price in excess of $26.25 will be cancelled as of the effective time of the merger without payment.

Restricted Stock: Each restricted share of BHB common stock will become fully vested immediately prior to the effective time of the merger. All restricted shares of BHB common stock will be treated as outstanding shares of BHB common stock for all purposes under the merger agreement, and each holder will have the right to receive the merger consideration.

Questions and Answers About the Special Meeting of BHB Stockholders

MNB’s shareholdersBHB’s stockholders are also being asked to authorize the board of directors of MNBBHB to adjourn or postpone the BHB special meeting if necessary to permit further solicitation of proxies in favor of the MNBBHB merger agreement proposal or to vote on other matters properly before the BHB special meeting. We refer to this proposal as the “MNBBHB adjournment proposal.”

MNB’sBHB’s board of directors also unanimously recommends that MNB’s shareholdersBHB’s stockholders vote “FOR” approval of the MNBBHB adjournment proposal.

Approval of the BHB adjournment proposal will require the affirmative vote of a majority of the shares voted on the BHB adjournment proposal. Abstentions and brokernon-votes will not affect whether the BHB adjournment proposal is approved.

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 you hold your shares of BHB common stock in street name (that is, you hold your shares of BHB common stock through a broker, bank or other holder of record), your bank, broker or other holder of record will forward proxy materials and voting instructions that you must follow in order to vote your shares of BHB common stock. You may receive more than one proxy card if your shares of BHB common stock are registered in different names or are held in more than one account.A broker, bank or other holder of record will not be able to vote your shares at the BHB special meeting without first receiving instructions from you on how to vote.

Shares Held in the BHB 401(k) Plan: If you are a participant in the Blue Hills Bancorp, Inc. Stock Fund of the Blue Hills Bank 401(k) Retirement Plan (which we refer to as the BHB 401(k) Plan) and indirectly hold shares of BHB common stock through the BHB 401(k) Plan, you may vote any shares of BHB common

stock held in your BHB 401(k) Plan account as of the BHB record date ONLY by following the separate voting instructions provided by the BHB 401(k) Plan trustee. Your 401(k) vote authorization form must be received by [●] p.m., Eastern Time, on [●]. The telephonic and internet voting cutoff for providing your 401(k) vote authorization is [●] p.m., Eastern Time, on [●]. Blue Hills, as the BHB 401(k) Plan administrator, has instructed the BHB 401(k) Plan trustee to vote any shares in the BHB 401(k) Plan trustee for which participants have not issued timely voting instructions in the same proportion as the votes received on shares that participants have provided voting instructions.

Shares Held in the BHB ESOP Plan: If you are a participant in the BHB ESOP and indirectly hold shares of BHB common stock through the BHB ESOP, you may vote any shares of BHB common stock held in your BHB ESOP account as of the BHB record date ONLY by following the separate voting instructions provided by the BHB ESOP trustee. Your ESOP vote authorization form must be received by [●] p.m., Eastern Time, on [●]. The telephonic and internet voting cutoff for providing your ESOP vote authorization is [●] p.m., Eastern Time, on [●]. Under the terms of the BHB ESOP, the BHB ESOP trustee votes all shares held by the BHB ESOP, but each BHB ESOP participant may direct the trustee how to vote the shares of BHB common stock allocated to his or her account. The BHB ESOP trustee will vote all unallocated shares of BHB common stock held by the BHB ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions, so long as such vote is solely in the interests of participants and beneficiaries and in accordance with the requirements of the Employee Retirement Income Security Act of 1974, as amended.

A BHB stockholder executing a BHB proxy card may also revoke the proxy at any time before it is voted by giving written notice revoking the proxy to BHB’s Corporate Secretary, by timely filing another BHB proxy card bearing a later date or by attending the BHB special meeting and voting in person. Attending the BHB special meeting will not automatically revoke a BHB stockholder’s prior submission of a proxy (by Internet, telephone or in writing). All written notices of revocation or other communications with respect to revocation of proxies should be addressed to:

Blue Hills Bancorp, Inc.

500 River Ridge Drive

Norwood, Massachusetts 02062

(617)360-6520

Attention: Lauren B. Messmore, Corporate Secretary

Participants in the BHB 401(k) Plan may revoke their instructions to the BHB 401(k) Plan trustee with respect to voting of the shares of BHB common stock held in their BHB 401(k) Plan account by submitting to the BHB 401(k) Plan trustee a signed instruction card bearing a later date, provided that such new instruction card must be received by the BHB 401(k) Plan trustee on or prior to the last date for submission of such instructions with respect to the BHB special meeting designated in the separate voting instructions provided by the BHB 401(k) Plan trustee.

Participants in the BHB ESOP may revoke their instructions to the BHB ESOP trustee with respect to voting of the shares of BHB common stock held in their BHB ESOP account by submitting to the BHB ESOP trustee a signed instruction card bearing a later date, provided that such new instruction card must be received by the BHB ESOP trustee on or prior to the last date for submission of such instructions with respect to the BHB special meeting designated in the separate voting instructions provided by the BHB ESOP trustee.

The BHB proxy card will instruct the persons named on the BHB proxy card to vote the BHB stockholder’s shares of BHB common stock at the BHB special meeting as the stockholder directs. If a BHB stockholder signs, dates and sends in a BHB proxy card and does not indicate how the stockholder wishes to vote, the proxy will be voted “FOR” both of the BHB special meeting proposals.

[●]

[●]

[●]

[●]

Questions and Answers About the Special Meeting of Independent Shareholders

Independent’s shareholders are also being asked to authorize the board of directors of Independent to adjourn or postpone the Independent special meeting, if necessary, to permit further solicitation of proxies

in favor of the Independent merger agreement proposal or to vote on other matters properly before the Independent special meeting. We refer to this proposal as the Independent adjournment proposal.

Independent’s board of directors also recommends that Independent’s shareholders vote “FOR” the Independent adjournment proposal.

Assuming a quorum is present at the MNB special meeting, approvalApproval of the MNBIndependent adjournment proposal will require the affirmative vote of a majority of the shares voted on the MNBIndependent adjournment proposal. Abstentions and brokernon-votes will not affect whether the MNBIndependent adjournment proposal is approved.

Proxies submitted by mail must be received by 5:00 p.m.the close of business on [●]. Proxies submitted by telephone or through the Internet must be received by [●] a.m., local time,Eastern Time, on September 10, 2018.[●].

Shares Held in Brokerage Accounts: If you hold your shares of Independent common stock in street name (that is, you hold your shares of Independent common stock through a broker, bank or other holder of record), your bank, broker or other holder of record will forward proxy materials and voting instructions that you must follow in order to vote your shares of Independent common stock. You may receive more than one proxy card if your shares of BHB common stock are registered in different names or are held in more than one account.A broker, bank or other holder of record will not be able to vote your shares at the Independent special meeting without first receiving instructions from you on how to vote.

Shares Held in the Independent 401(k) Plan: If you are a participant in the Rockland Trust Company Employee Savings, Profit Sharing and Stock Ownership Plan (which we refer to as the Independent 401(k) Plan) and indirectly hold shares of Independent common stock through the Independent 401(k) Plan, you may vote any shares of Independent common stock held in your Independent 401(k) Plan account as of the Independent record date only by following the separate voting instructions provided by the Independent 401(k) Plan administrator.

The Independent proxy card will instruct the persons named on the Independent proxy card to vote the Independent shareholder’s shares of Independent common stock at the Independent special meeting as the shareholder directs. If an Independent shareholder signs, dates and sends in an Independent proxy card and does not indicate how the shareholder wishes to vote, the proxy will be voted “FOR” both of the Independent special meeting proposals.

MNB Bancorp

300 East Main Street

Milford, Massachusetts 01757[●]

(508)244-5140[●]

[●]

[●]

RISK FACTORS

In addition to the other information included in this proxy statement/prospectus, including the matters addressed under “Forward-Looking Information,Statements,” MNB’sBHB’s stockholders and Independent’s shareholders should carefully consider the following risks before deciding whether to vote for approval of the merger agreement. In addition, shareholdersstockholders of MNBBHB should read and consider the risks associated with the business of Independent whichbecause 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 Form10-K for the fiscal year ended December 31, 2017, and quarterly reports on Form10-Q for each of the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, which report isreports are incorporated by reference into this joint proxy statement/prospectus. You should also consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 90 and “Incorporation of Certain Documents by Reference” beginning on page 91.[●].

Risks Related to the Merger

Absent an exercise by MNBBHB of its “walk away” right and a subsequent “top up” election by Independent, the exchange ratio used to determine the stock portion of the consideration in the merger will be 3.550.2308 and will not change due to changes in the market value of Independent common stock before the completion of the merger, regardless of how significant such changes might be.

Upon completion of the merger, each share of MNBBHB common stock will be converted into the right to receive either (i) $275.00$5.25 in cash orand (2) 3.55 shares0.2308 of a share of Independent common stock. The exchange ratio used to determine the stock portion of the merger consideration will not increase based on fluctuations in the market price of Independent common stock regardless of how far the price of Independent common stock falls, except in the event Independent’s stock drops beyondbelow certain levels and MNBBHB exercises its “walk away” right and Independent subsequently exercises its right to “top up” the stock consideration to void the “walk away” right. The market value of Independent common stock has varied since Independent and MNBBHB entered into the merger agreement and will continue to vary in the future due to changes in the business, operations or prospects of Independent, market assessments of the merger, regulatory considerations, market and economic considerations, and other factors both within and beyond the control of Independent. Therefore, at the time of the BHB special meeting, MNB’s shareholdersBHB’s stockholders will not know or be able to calculate the market value of the Independent common stock they will receive upon completion of the merger. For example, based on the range of closing prices of Independent common stock during the period from May 29,September 20, 2018, the last trading day before public announcement of the merger, through July 24, 2018,[●], the last practicable date before the date of this document, the exchange ratio for the stock portion of the merger consideration plus the cash portion of the merger consideration represented a market value ranging from a low of $271.75$[●] to a high of $321.81$[●] for each share of MNBBHB common stock exchanged for the stockmerger consideration.

Because the market price of Independent common stock will fluctuate, MNB shareholdersBHB stockholders cannot be sure of the trading price of the stock portion of the merger consideration they will receive and the price of Independent common stock might decrease after the merger.

Upon completion of the merger, each share of MNBBHB common stock will be converted into the right to receive merger consideration consisting of either (i) $275.00$5.25 in cash orand (2) 3.55 shares0.2308 of a share of Independent common stock. MNBBHB does not have the right under the merger agreement to increase the exchange ratio in the merger agreement in the event of any decline in the stock price of Independent prior to the merger. There also will be a period of time between the date when MNB shareholdersBHB stockholders vote on the merger agreement and the date when the merger is completed. The market price of Independent common stock may vary between the date of this joint proxy statement/prospectus, the date of the MNBBHB special meeting, and the date of completion of the merger. For example, during the twelve-month period ending on July 24, 2018[●] (the last practicable date before the date of this document), the closing price of Independent common stock varied from a low of  $66.15$[●] to a high of  $90.65$[●] and

ended that period at $90.15.$[●]. The market value of Independent common stock fluctuates based upon general market economic conditions, Independent’s business and prospects and other factors. Many of these factors are beyond the control of Independent or MNB and are not necessarily related to a change in the financial performance or condition of Independent or MNB.Independent. As the market price for shares of Independent will fluctuate,

seek to change existing business relationships with MNB.BHB. 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 MNBBHB from taking certain actions without the consent of Independent until the merger occurs. These restrictions may prevent MNBBHB from pursuing attractive business opportunities that may arise prior to the completion of the merger. Please see the section entitled “The Merger Agreement –Conduct– Conduct of Business Pending the Merger” of this joint proxy statement/prospectus for a description of the restrictive covenants to which MNBBHB is subject.

Independent may fail to realize all of the anticipated benefits of the merger, particularly if the integration of Independent’s and MNB’sBHB’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 MNB.BHB. 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 MNBBHB 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

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 MNBBHB 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 “Burdensome 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 joint proxy statement/prospectus beginning on page 51.[●].

In addition, if the merger is not completed, MNBBHB may experience negative reactions from its customers and employees. MNBBHB also could be subject to litigation related to any failure to complete the merger or to enforcement proceedings commenced against MNBBHB to perform its obligations under the merger agreement. If the merger is not completed, MNBBHB cannot assure its shareholdersstockholders that the risks described above will not materialize and will not materially affect the business and financial results of MNB.

fee restrictions. The exemption for small issuers ceases to apply as of July 1st of the year following the calendar year in which the debit card issuer has total consolidated assets of $10 billion or more at calendaryear-end. As a result, if the bank merger is consummated in 2019, Rockland Trust will become subject to the interchange restrictions of the Durbin Amendment beginning July 1, 2020.

In addition, an insured depository institution with total assets of $10 billion or more is subject to supervision, examination, and enforcement with respect to consumer protection laws by the Consumer Financial Protection Bureau, which we refer to as the CFPB. Under its current policies, the CFPB will assert jurisdiction in the first quarter after the call reports of merging insured depository institutions, on a combined basis, show total consolidated assets of $10 billion or more for four consecutive quarters, including quarters ended prior to the merger. As a result, Independent expects Rockland Trust to become subject to CFPB supervision, examination and enforcement at the beginning of the quarter following consummation of the bank merger.

There are other regulatory requirements that apply to insured depository institution holding companies and insured depository institutions with total consolidated assets of $10 billion or more. These include, but are not limited to, (i) the establishment by publicly traded depository institution holding companies with $10 billion or more in assets of a risk committee responsible for oversight of enterprise-wide risk management practices that are commensurate with the entity’s structure, risk profile, complexity, activities and size and (ii) an institution with total consolidated assets of $10 billion or more no longer being entitled to benefit from the FDIC’s offset of the effect of the increase in the statutory minimum Deposit Insurance Fund reserve ratio to 1.35% from the former statutory minimum of 1.15% that is required for institutions with assets of less than $10 billion by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

In addition, Congress and/or regulatory agencies may impose new requirements or surcharges on these institutions in the future. The Economic Growth, Regulatory Reform, and Consumer Protection Act, which was enacted on May 24, 2018, includes provisions that, as they are implemented, relieve banking organizations with total consolidated assets of less than $10 billion (and that satisfy certain other conditions) from risk-based capital requirements, restrictions on proprietary trading and investment and sponsorship in hedge funds and private equity funds known as the Volcker Rule, and certain other regulatory requirements. Once Independent and Rockland Trust have total consolidated assets of $10 billion or more, Independent and Rockland Trust will no longer qualify for any of the foregoing relief.

There can be no assurance that the benefits of the merger will outweigh the regulatory costs resulting from Independent and Rockland Trust having total consolidated assets of $10 billion or more.

You should read and consider other risk factors specific to Independent’s business that will also affect the combined company after the merger is consummated. These risks are described in the sections entitled “Risk Factors” in Independent’s Annual Report on Form10-K for the fiscal year ended December 31, 2017 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 90[●] of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

FORWARD-LOOKING STATEMENTS

This document contains or incorporates by reference forward-looking statements regarding the financial condition, results of operations, earnings outlook, and business prospects of Independent, MNBBHB and the potential combined company and may include statements for the period following the completion of the merger. You can find many of these statements by looking for forward-looking terminology such as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms.

The forward-looking statements involve certain assumptions, risks, and uncertainties. In particular, the ability of either Independent or MNBBHB to predict results or actual effects of its plans and strategies, or those of the combined company, is inherently uncertain. Accordingly, actual results may differ materially from those expressed in, or implied by, the forward-looking statements. You are therefore cautioned not to place undue reliance on these statements, which speak only as of the date of this document or the date of any document incorporated by reference in this document. Some of the factors that may cause actual results or earnings to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those discussed elsewhere in this joint proxy statement/prospectus under “Risk Factors”, as well as the following: