EFSC CEO exercises RSUs, withholds shares for tax

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Rhea-AI Filing Summary

Enterprise Financial Services Corp CEO James Brian Lally exercised 7,982 Restricted Share Units into an equal number of common shares on February 24, 2026, at a stated price of $0 per share, reflecting equity compensation vesting rather than an open-market purchase.

To satisfy tax withholding on this issuance, 3,502 common shares were disposed of at $57.57 per share, a non-cash, tax-withholding disposition. Following these transactions, Lally directly owned 115,696 common shares, plus additional holdings through stock options, restricted share units, a 401(k) plan fund, and 4,107 shares held jointly with his spouse.

Insider Trade Summary

7,982 shares exercised/converted

Exercise 12 txns

Insider LALLY JAMES BRIAN

Role CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	7,982	$0.00	$0.00
Exercise	Common Stock	7,982	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,502	$57.57	$202K
holding	Non Qualified Stock Option (Right to Buy)	--	--	--
holding	Non Qualified Stock Option (Right to Buy)	--	--	--
holding	Non Qualified Stock Option (Right to Buy)	--	--	--
holding	Non Qualified Stock Option (Right to Buy)	--	--	--
holding	Non Qualified Stock Option (Right to Buy)	--	--	--
holding	Restricted Share Units	--	--	--
holding	Restricted Share Units	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Share Units — 19,237 contracts for 11,255 underlying shares (Direct); Common Stock — 119,803 shares (Direct); Non Qualified Stock Option (Right to Buy) — 105,205 contracts (Direct); Common Stock — 19,570 shares (Indirect, 401 (K) Plan)

Footnotes (9)

F1. Withholding of stock to satisfy tax withholding obligation on issuance of common stock.
F2. 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.
F3. These shares are held jointly with spouse.
F4. This option becomes exercisable in the first quarter of 2027, subject to continued employment by the reporting person.
F5. The option becomes exercisable in the first quarter of 2028, subject to continued employment by the reporting person.
F6. 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.
F7. The RSU's vest 100% in the first quarter of 2027, subject to continued employment by the reporting person.
F8. The RSU's vest 100% in the first quarter of 2028, subject to continued employment by the reporting person.
F9. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did EFSC CEO James Brian Lally report in this Form 4?

James Brian Lally reported exercising 7,982 Restricted Share Units into common stock and a related tax-withholding share disposition. These actions reflect equity compensation vesting rather than an open-market trade, and updated his direct and indirect ownership positions in Enterprise Financial Services Corp.

How many EFSC shares did the CEO acquire through equity awards?

The CEO acquired 7,982 shares of Enterprise Financial common stock through the exercise of Restricted Share Units. Each RSU converted into one common share, consistent with the company’s stock incentive plan and related grant terms referenced in the footnotes describing vesting and settlement conditions.

Was there any sale of EFSC stock by the CEO on the open market?

The reported 3,502-share disposition was for tax withholding at $57.57 per share, not an open-market sale. Shares were withheld to cover tax obligations triggered by the RSU share issuance, a common administrative step in stock-based compensation programs for senior executives.

What is James Brian Lally’s EFSC common stock ownership after these transactions?

After these transactions, James Brian Lally directly owned 115,696 shares of Enterprise Financial common stock. He also held additional interests through stock options, remaining restricted share units, a 401(k) plan’s unitized stock fund, and 4,107 shares reported as held jointly with his spouse.

How are EFSC shares held in the CEO’s 401(k) plan reported?

EFSC shares in the CEO’s 401(k) are reported as units in a unitized stock fund that holds both cash and common stock. The fund’s mix can change over time, so the reported figure reflects total units rather than a fixed number of underlying shares at any given date.

What do the footnotes say about vesting of EFSC RSUs and options?

Footnotes explain that RSUs and nonqualified stock options generally vest or become exercisable in specified quarters, such as the first quarter of 2027 or 2028, and are subject to the CEO’s continued employment. Upon vesting, each RSU entitles him to receive one share of common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/26/2026 - 01:14 PM EST

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

LALLY JAMES BRIAN

(Last)

(First)

(Middle)

150 N. MERAMEC

(Street)

CLAYTON

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/24/2026		M		7,982	A	$0	119,198	D
Common Stock	02/24/2026		F		3,502⁽¹⁾	D	$57.57	115,696	D
Common Stock								19,570	I	401 (K) Plan⁽²⁾
Common Stock								4,107	D⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non Qualified Stock Option (Right to Buy)	$43.81							02/06/2024	02/25/2031	Common Stock	17,637		17,637	D
Non Qualified Stock Option (Right to Buy)	$48.34							02/03/2025	02/24/2032	Common Stock	20,325		20,325	D
Non Qualified Stock Option (Right to Buy)	$54.46							02/10/2026	02/28/2033	Common Stock	20,438		20,438	D
Non Qualified Stock Option (Right to Buy)	$39.5							⁽⁴⁾	02/28/2034	Common Stock	30,661		30,661	D
Non Qualified Stock Option (Right to Buy)	$57.17							⁽⁵⁾	03/04/2035	Common Stock	16,144		16,144	D
Restricted Share Units	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	5,857		5,857	D
Restricted Share Units	⁽⁶⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	5,398		5,398	D
Restricted Share Units	⁽⁶⁾	02/24/2026		M			7,982	⁽⁹⁾	⁽⁹⁾	Common Stock	7,982	$0	7,982	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.

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/James Brian Lally	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR