EFSC (EFSC) executive exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

ENTERPRISE FINANCIAL SERVICES CORP senior executive Mark G. Ponder reported equity compensation activity in company stock. He exercised or converted 3,326 Restricted Share Units into 3,326 shares of Common Stock at a stated price of $57.57 per share.

In a related tax-withholding disposition, 1,466 Common shares were withheld to cover tax obligations on the issuance of stock, as described in the footnotes. After these transactions, he directly owned 6,847 Common shares, with additional indirect holdings through a 401(k) plan and a self-directed IRA.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PONDER MARK G

(Last) (First) (Middle)

150 N. MERAMEC

(Street)

CLAYTON MO 63105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENTERPRISE FINANCIAL SERVICES CORP [ EFSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEVP, Chief Admin. Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2026		M		3,326	A	$0	8,313	D
Common Stock	02/24/2026		F		1,466(1)	D	$57.57	6,847	D
Common Stock								1,517	I	401(K) Plan(2)
Common Stock								23,726	D(3)
Common Stock								200	I	Self IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non Qualified Stock Option (Right to Buy)	$43.81							02/06/2024	02/25/2031	Common Stock	4,521		4,521	D
Non Qualified Stock Option (Right to Buy)	$48.34							02/03/2025	02/24/2032	Common Stock	4,878		4,878	D
Non Qualified Stock Option (Right to Buy)	$54.46							02/10/2026	02/28/2033	Common Stock	4,925		4,925	D
Non Qualified Stock Option (Right to Buy)	$39.5							(4)	02/28/2034	Common Stock	7,460		7,460	D
Non Qualified Stock Option (Right to Buy)	$57.17							(5)	03/04/2035	Common Stock	3,928		3,928	D
Restricted Share Units	(6)							(7)	(7)	Common Stock	1,425		1,425	D
Restricted Share Units	(6)							(8)	(8)	Common Stock	1,314		1,314	D
Restricted Share Units	(6)	02/24/2026		M			3,326	(9)	(9)	Common Stock	3,326	$0	3,326	D

Explanation of Responses:

1. Withholding of stock to satisfy tax withholding obligation on issuance of common stock.

2. These securities are represented by units held in a unitized stock fund through the Company's 401(k) Plan. The unitized stock fund consists of cash and common stock in amounts that vary from time to time.

3. These shares are held jointly with spouse in a Trust.

4. This option becomes exercisable in the first quarter of 2027, subject to continued employment by the reporting person.

5. The option becomes exercisable in the first quarter of 2028, subject to continued employment by the reporting person.

6. The RSU's were granted pursuant to the Company's 2018 Stock Incentive Plan. Each RSU represents the right to receive one share of Common Stock, subject to adjustment as provided in the Grant Agreement.

7. The RSU's vest 100% in the first quarter of 2027, subject to continued employment by the reporting person.

8. The RSU's vest 100% in the first quarter of 2028, subject to continued employment by the reporting person.

9. The RSUs vest over six years in one-third installments on each of February 24, 2024, February 24, 2026, and February 24, 2028. Vesting is subject to continued employment of the reporting person. On each vesting date, for each RSU vesting on such date, the reporting person will receive one share of Common Stock.

	/s/ MARK G PONDER	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did EFSC executive Mark G. Ponder report?

Mark G. Ponder reported exercising 3,326 Restricted Share Units into 3,326 shares of Common Stock and a related tax-withholding disposition of 1,466 Common shares at $57.57 per share. These actions reflect routine equity compensation activity on February 24, 2026.

Did Mark G. Ponder buy or sell EFSC stock in the open market?

The filing shows a derivative exercise and a tax-withholding disposition, not an open-market purchase or sale. Shares were issued from Restricted Share Units and 1,466 shares were withheld to satisfy tax obligations tied to that stock issuance.

How many EFSC shares does Mark G. Ponder hold after these transactions?

Following the reported transactions, Mark G. Ponder directly held 6,847 shares of Common Stock. He also had indirect exposure through 1,517 Common-stock units in the company’s 401(k) plan and 200 Common shares in a self-directed IRA account.

What does the $57.57 price in the EFSC Form 4 represent?

The $57.57 figure is the price per share used for the tax-withholding disposition of 1,466 Common shares. Those shares were delivered to satisfy tax obligations arising from the issuance of Common Stock upon the Restricted Share Unit conversion.

What role does Mark G. Ponder hold at ENTERPRISE FINANCIAL SERVICES CORP (EFSC)?

Mark G. Ponder is identified as an officer of ENTERPRISE FINANCIAL SERVICES CORP with the title SEVP, Chief Administrative Officer. The Form 4 transactions reflect equity compensation and related tax withholding connected to his executive role at the company.