Enterprise Financial (EFSC) executive logs equity awards and tax share withholding

Rhea-AI Filing Summary

Enterprise Financial Services Corp executive equity activity: SEVP and Chief Administrative Officer Mark G. Ponder reported multiple equity compensation transactions dated February 10, 2026. He acquired 1,006 shares of common stock upon the exercise of restricted share units at an exercise price of $0 per share. Shares of common stock were then withheld at $59.22 per share to cover tax obligations related to these issuances. He also received new stock awards of 1,651 and 1,329 common shares under the company’s 2018 Stock Incentive Plan. Following these transactions, he directly owned 4,987 common shares, held an additional 1,517 common shares through the company 401(k) plan, 23,726 common shares held jointly with his spouse in a trust, and 200 common shares through a self-directed IRA. He also reported holdings of non-qualified stock options and restricted share units that vest in future periods, generally contingent on continued employment.

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)
02/10/2026

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	02/10/2026		M		1,006	A	$0	3,866	D
Common Stock	02/10/2026		F		444(1)	D	$59.22	3,422	D
Common Stock	02/10/2026		A(2)		1,651	A	$0	5,073	D
Common Stock	02/10/2026		F		815(1)	D	$59.22	4,258	D
Common Stock	02/10/2026		A(2)		1,329	A	$0	5,587	D
Common Stock	02/10/2026		F		600(1)	D	$59.22	4,987	D
Common Stock								1,517	I	401(K) Plan(3)
Common Stock								23,726	D(4)
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							(5)	02/28/2034	Common Stock	7,460		7,460	D
Non Qualified Stock Option (Right to Buy)	$57.17							(6)	03/04/2035	Common Stock	3,928		3,928	D
Restricted Share Units	(7)							(8)	(8)	Common Stock	1,425		1,425	D
Restricted Share Units	(7)							(9)	(9)	Common Stock	1,314		1,314	D
Restricted Share Units	(7)							(10)	(10)	Common Stock	6,652		6,652	D
Restricted Share Units	(7)	02/10/2026		M			1,006	(11)	(11)	Common Stock	1,006	$0	0	D

Explanation of Responses:

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

2. The shares of common stock were awarded pursuant to the Company's 2018 Stock Incentive Plan.

3. 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.

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

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

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

7. 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.

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

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

10. 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.

11. The RSU vest 100% in the first quarter of 2026, subject to continued employment by the reporting person.

	/s/ MARK G PONDER	02/12/2026
	** 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 on February 10, 2026?

Mark G. Ponder reported equity compensation activity on February 10, 2026. He exercised 1,006 restricted share units into common stock, had shares withheld to cover taxes, and received additional stock awards under Enterprise Financial Services Corp’s 2018 Stock Incentive Plan.

How many EFSC common shares does Mark G. Ponder own directly after the reported transactions?

After the reported transactions, Mark G. Ponder directly owned 4,987 shares of Enterprise Financial Services Corp common stock. This reflects the net impact of equity awards, unit conversions, and tax‑related share withholdings recorded on February 10, 2026.

Were any EFSC shares sold on the open market in this Form 4 filing for Mark G. Ponder?

The Form 4 shows shares disposed of to satisfy tax withholding obligations at $59.22 per share, not open‑market sales. These dispositions relate to equity awards and issuances rather than discretionary selling of Enterprise Financial Services Corp common stock.

What new EFSC stock awards did Mark G. Ponder receive under the 2018 Stock Incentive Plan?

Mark G. Ponder received two new grants of Enterprise Financial Services Corp common stock under the 2018 Stock Incentive Plan. The awards totaled 1,651 shares and 1,329 shares, each reported at an acquisition price of $0 per share as equity compensation.

What indirect holdings of EFSC stock does Mark G. Ponder report in retirement and trust accounts?

Indirectly, Mark G. Ponder reports 1,517 common shares through a unitized 401(k) plan fund, 23,726 common shares held jointly with his spouse in a trust, and 200 common shares through a self‑directed IRA, in addition to his directly owned Enterprise Financial Services Corp shares.

What derivative EFSC securities and RSUs does Mark G. Ponder continue to hold?

Mark G. Ponder reports holdings of several non‑qualified stock option grants and restricted share units linked to Enterprise Financial Services Corp common stock. These instruments have stated exercise prices or vesting schedules, generally becoming exercisable or vesting in future periods subject to continued employment.