EFSC insider filing: 1,032 phantom units granted to director Marsh

Rhea-AI Filing Summary

Stephen P. Marsh, an independent director of Enterprise Financial Services Corp. (EFSC), reported transactions dated 08/22/2025. He acquired 1,032 phantom stock units under the Non-Management Director Stock Plan, each representing the right to one share of common stock to be distributed upon termination of his service as an independent director. The filing also shows Mr. Marsh beneficially owns 47,540 shares indirectly through a trust. The Form 4 was signed on 08/26/2025. The filing notes that the phantom shares were issued under the director plan and will be distributed after his service ends.

Positive

• 1,032 phantom stock units granted under the Non-Management Director Stock Plan, aligning director compensation with equity
• 47,540 shares beneficially owned indirectly by a trust, indicating an existing ownership stake in EFSC

Negative

• 5,349 derivative securities are listed as disposed (D) following the reported transaction, indicating a reduction in certain derivative holdings

Insights

Corporate Governance Expert

TL;DR: Director received deferred compensation in phantom shares, increasing potential future alignment with shareholders.

The report documents a standard director compensation event: 1,032 phantom stock units granted under the Non-Management Director Stock Plan. Phantom units convert to common shares upon distribution after termination of service, aligning long-term director compensation with shareholder equity value without immediate dilution. The filing also discloses 47,540 indirectly held shares via a trust, indicating existing ownership stake. This is a routine disclosure under Section 16 and does not, by itself, imply a change in control or near-term share issuance.

Securities Analyst

TL;DR: Small, routine grant and existing indirect ownership; limited near-term market impact.

The transaction date of 08/22/2025 and signature on 08/26/2025 show timely Section 16 reporting. The 1,032 phantom units represent deferred compensation payable in common stock upon termination, not immediate share issuance. The filing also shows a position of 47,540 shares held indirectly, which is material to governance but modest relative to large-cap free floats. No forward-looking statements or pricing impact are included.

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
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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^*

MARSH STEPHEN P

(Last) (First) (Middle)

150 N. MERAMEC

(Street)

ST. LOUIS 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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								47,540	I	By Trust

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
Phantom Stock	(1)	08/22/2025		A		1,032		(2)	(2)	Common Stock	1,032	$0(3)	5,349	D

Explanation of Responses:

1. Each phantom share represents the right to receive one share of common stock upon distribution from the Non-Management Director Stock Plan deferred compensation account.

2. Shares of common stock will be distributed following termination of the reporting person's services as an Independent Director of the Company.

3. Represents shares issued under the Non-Management Director Stock Plan.

	/s/ Stephen P. Marsh	08/26/2025
	** 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.
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.

FAQ

What transactions did Stephen P. Marsh report on Form 4 for EFSC?

The filing reports a 08/22/2025 grant of 1,032 phantom stock units and shows 47,540 indirectly held shares via a trust.

What are phantom stock units in this Form 4?

Each phantom stock unit represents the right to receive one share of common stock upon distribution from the Non-Management Director Stock Plan deferred compensation account.

When will the phantom shares be distributed to Mr. Marsh?

The filing states the shares will be distributed following termination of the reporting person’s services as an independent director.

How many shares does Mr. Marsh beneficially own after the transaction?

The Form 4 discloses 47,540 shares beneficially owned indirectly by trust; the phantom units are rights to future shares, not current issued shares.

When was the Form 4 signed and filed?

The signature date on the Form 4 is 08/26/2025, with the transaction dated 08/22/2025.