Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 19, 2021, the Board of Directors (the "Board") of Enterprise Bancorp, Inc., a Massachusetts corporation (the "Company"), approved and adopted the Second Amended and Restated By-Laws of the Company (the "Amended By-Laws"), effective immediately.

The Amended By-Laws amend and restate the Amended and Restated By-Laws of the Company, as amended and restated as of January 15, 2013 (the "Former By-Laws"), to, among other things:

•update provisions regarding meetings of shareholders, including with respect to the hour, date and place of annual meetings, the conduct and adjournments of meetings, and permitting shareholder attendance and participation at meetings by means of remote communication to the extent authorized by the Board;

•incorporate additional procedural requirements related to shareholder nominations for election of directors, including additional information regarding the requirement that a nominee for director provide the Company with a written questionnaire with respect to the background and qualification of such person;

•revise the provisions regarding qualifications for directors of the Company by eliminating the requirement that a majority of the directors of the Company be citizens and residents of the Commonwealth of Massachusetts;

•update the provisions regarding notice of meetings of the Board by reducing the requisite time that notice must be given to directors in advance of special meetings of the Board; and

•provide that the Business Litigation Session of the Suffolk County Superior Court or the United States District Court for the District of Massachusetts, Boston Division, shall be the sole and exclusive forum for certain specified actions.

The Amended By-Laws also make other technical, conforming, modernizing or clarifying changes in certain other provisions, including to reflect the provisions of the Massachusetts Business Corporation Act.

This description of the Amended By-Laws is only a summary and is qualified in its entirety by reference to the full text of the Amended By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) The following exhibit is included with this report:

3.1 Second Amended and Restated By-Laws of Enterprise Bancorp, Inc, as amended and restated as of January 19, 2021.

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