Enterprise Financial (EFSC) Insider Trade: CEO Trims Holding, Keeps Large Position

Rhea-AI Filing Summary

Enterprise Financial Services Corp. (EFSC) – Form 4 filing, 27 Jun 2025

CEO and Director James Brian Lally reported a single open-market sale of 1,828 common shares on 26 Jun 2025 at a weighted-average price of $55.16. After the transaction, he still directly owns 100,885 shares, plus 18,535 shares held through the company’s 401(k) plan and 4,107 jointly held shares.

The filing also discloses substantial outstanding equity incentives:

• Stock options: 105,205 options with exercise prices between $39.50 and $57.17, expiring 2028-2035.
• Restricted Stock Units (RSUs): 31,395 units scheduled to vest between 2024 and 2028.

No derivatives were exercised or disposed of in this filing. The sale represents ~1.5-2% of Mr. Lally’s directly held common shares and does not materially change his overall economic exposure to EFSC equity.

Positive

• None.

Negative

• Insider sale by CEO: 1,828 shares sold, which can be perceived as a mildly negative signal even though size is small relative to total ownership.

Insights

Securities Analyst

TL;DR: Small CEO share sale; ownership remains large—market impact likely minimal.

The 1,828-share disposition equates to roughly $101k in proceeds and only a low-single-digit percentage of Lally’s direct stake. Given the retained 100k+ shares and 136k+ in options/RSUs, his incentive alignment with shareholders stays intact. The absence of multiple sequential sales or sales by other insiders limits read-through for sentiment. Transaction was executed near the mid-June trading range, so price doesn’t imply unusual timing. Overall, I view the filing as routine portfolio diversification with neutral impact on EFSC valuation.

Corporate Governance Expert

TL;DR: Governance flags unchanged; sale size immaterial to control or incentives.

From a governance standpoint, Lally remains both CEO and board member, holding >120k common shares and sizeable unvested equity. The modest sale neither alters control dynamics nor signals impending leadership change. All trades were properly disclosed within two business days, reflecting sound compliance. No 10b5-1 plan box was marked, suggesting discretionary timing, yet scale is too small to raise concern. I classify the event as not impactful for governance risk assessments.

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).

X

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		S		1,828	D	$55.16(1)	100,885	D
Common Stock								18,535	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)
				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	17,637		17,637	D
Non Qualified Stock Option (Right to Buy)	$48.34							(4)	02/24/2032	Common Stock	20,325		20,325	D
Non Qualified Stock Option (Right to Buy)	$54.46							(5)	02/28/2033	Common Stock	20,438		20,438	D
Non Qualified Stock Option (Right to Buy)	$39.5							(6)	02/28/2034	Common Stock	30,661		30,661	D
Non Qualified Stock Option (Right to Buy)	$57.17							(7)	03/04/2035	Common Stock	16,144		16,144	D
Restricted Share Units	(8)							(9)	(9)	Common Stock	4,176		4,176	D
Restricted Share Units	(8)							(10)	(10)	Common Stock	5,857		5,857	D
Restricted Share Units	(8)							(11)	(11)	Common Stock	5,398		5,398	D
Restricted Share Units	(8)							(12)	(12)	Common Stock	15,964		15,964	D

Explanation of Responses:

1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.00 to $55.80. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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 2025, subject to continued employment by the reporting person.

5. This option becomes exercisable in the first quarter of 2026, subject to continued employment by the reporting person.

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

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

8. 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.

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

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

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

12. 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	06/27/2025
	** 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.
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FAQ

How many EFSC shares did CEO James Brian Lally sell on 26 June 2025?

He sold 1,828 common shares at a weighted-average price of $55.16.

What is the CEO's remaining direct ownership in EFSC after the sale?

Following the transaction, he directly holds 100,885 common shares.

Did the Form 4 indicate use of a Rule 10b5-1 trading plan?

No. The filing did not check the box indicating the sale was executed under a 10b5-1 plan.

How many EFSC stock options does Mr. Lally have outstanding?

The filing lists 105,205 non-qualified stock options with exercise prices between $39.50 and $57.17.

When do the largest blocks of Mr. Lally's RSUs vest?

Key RSU tranches vest 100% in the first quarters of 2026, 2027, and 2028, with a separate grant vesting in three installments through 2028.