Enterprise Financial SVCS SEVP boosts stake; Form 4 filed

Rhea-AI Filing Summary

Enterprise Financial Services Corp. (EFSC) – Form 4 filing

Senior Executive Vice President & Chief Administrative Officer Mark G. Ponder disclosed the purchase of 450 shares of EFSC common stock on 30 June 2025 through the company’s 2018 Employee Stock Purchase Plan (ESPP). The transaction price was $46.84, representing the ESPP’s 15% discount to the 30 June closing price. The filing is exempt under Rule 16b-3(c).

• Post-transaction ownership (direct): 2,860 shares.
• Indirect holdings: 1,275 shares in the 401(k) plan unitized stock fund and 200 shares in a self-directed IRA.
• Additional jointly held shares: 23,726 shares with spouse.
• Equity incentive portfolio: 25,712 options and 10,397 restricted stock units with staggered vesting from 2024-2035.

The acquisition represents a small, pre-scheduled purchase under the ESPP rather than an open-market buy. While insider purchases can be a constructive signal, the volume is immaterial relative to EFSC’s ~37 million shares outstanding and therefore unlikely to influence valuation or liquidity.

Positive

• Insider ownership increases—executive added 450 shares, lifting direct holdings to 2,860 shares.

Negative

• Immaterial transaction size—450 shares (~$21k) is negligible versus company’s float and may not signal strong conviction.

Insights

Financial Analyst

TL;DR: Small ESPP purchase; neutral signal for EFSC investors.

The 450-share acquisition (~$21k) by SEVP Mark Ponder increases his direct stake by roughly 19%. Because the shares were bought automatically under the ESPP at a preset discount, the action is less indicative of discretionary confidence than an open-market buy. Aggregate insider exposure remains healthy—over 28k shares plus sizable option/RSU grants—but in the context of EFSC’s market cap, the transaction is immaterial. I view the filing as neutral with no meaningful impact on earnings outlook, capital allocation, or shareholder returns.

Corporate Governance Specialist

TL;DR: Routine compliance filing; governance posture unchanged.

Ponder’s timely disclosure demonstrates Section 16 compliance and transparent reporting. The options and RSU schedules align with EFSC’s 2018 Stock Incentive Plan, reinforcing standard long-term retention mechanisms. No red flags—no sales, pledges, or margin activity—are present. Given the modest size and rule-based nature of the purchase, it neither strengthens nor weakens governance risk metrics. Impact is not material to outside shareholders.

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^*

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)
06/30/2025

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	06/30/2025		J(1)	V	450	A	$46.84(2)	2,860	D
Common Stock								1,275	I	401(K) Plan(3)
Common Stock								200	I	Self IRA
Common Stock								23,726	D(4)

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							(5)	02/24/2032	Common Stock	4,878		4,878	D
Non Qualified Stock Option (Right to Buy)	$54.46							(6)	02/28/2033	Common Stock	4,925		4,925	D
Non Qualified Stock Option (Right to Buy)	$39.5							(7)	02/28/2034	Common Stock	7,460		7,460	D
Non Qualified Stock Option (Right to Buy)	$57.17							(8)	03/04/2035	Common Stock	3,928		3,928	D
Restricted Share Units	(9)							(10)	(10)	Common Stock	1,006		1,006	D
Restricted Share Units	(9)							(11)	(11)	Common Stock	1,425		1,425	D
Restricted Share Units	(9)							(12)	(12)	Common Stock	1,314		1,314	D
Restricted Share Units	(9)							(13)	(13)	Common Stock	6,652		6,652	D

Explanation of Responses:

1. The reporting person is voluntarily reporting the acquisition of shares of the Issuer's common stock pursuant to the Issuer's 2018 Employee Stock Purchase Plan ("ESPP") for the ESPP purchase period of January 1, 2025, through June 30, 2025. This transaction is exempt under Section 16b-3(c).

2. In accordance with the terms of the ESPP, the reported shares were acquired based on 85% of the closing price of the Issuer's common stock on June 30, 2025.

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.

5. This option becomes exercisable in the first quarter of 2025, subject to continued employment by the reporting person.

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

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

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

9. 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.

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

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

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

13. 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	07/09/2025
	** 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

How many EFSC shares did Mark G. Ponder purchase on 30 June 2025?

He acquired 450 shares under the Employee Stock Purchase Plan.

What was the purchase price for the EFSC shares?

The ESPP price was $46.84, reflecting 85% of the 30 June closing price.

What is Mark Ponder’s total direct ownership after the transaction?

His direct stake stands at 2,860 shares of EFSC common stock.

Did the filing include any insider sales of EFSC stock?

No insider sales were reported—only an ESPP purchase and existing option/RSU positions.

When do Mark Ponder’s outstanding stock options begin to vest?

Option tranches start vesting in the first quarter of 2025 and run through 2028.

Are the restricted stock units (RSUs) subject to vesting conditions?

Yes, RSUs vest 100% in Q1 of 2026–2028 or in staged installments, contingent on continued employment.