SEC Form 4
FORM 4UNITED 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 MISSOURI 63105

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ENTERPRISE FINANCIAL SERVICES CORP [ EFSC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SEVP, Chief Admin. Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/30/2026J(1)V462A$45.94(2)7,309D
Common Stock1,517I401(K) Plan(3)
Common Stock22,276D(4)
Common Stock200ISelf 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non Qualified Stock Option (Right to Buy)$43.8102/06/202402/25/2031Common Stock4,5214,521D
Non Qualified Stock Option (Right to Buy)$48.3402/03/202502/24/2032Common Stock4,8784,878D
Non Qualified Stock Option (Right to Buy)$39.5 (5)02/28/2034Common Stock7,4607,460D
Non Qualified Stock Option (Right to Buy)$57.17 (6)03/04/2035Common Stock3,9283,928D
Non Qualified Stock Option (Right to Buy)$54.4602/10/202602/28/2033Common Stock4,9254,925D
Restricted Share Units(7) (8) (8)Common Stock1,4251,425D
Restricted Share Units(7) (9) (9)Common Stock1,3141,314D
Restricted Share Units(7) (10) (10)Common Stock1,5081,508D
Restricted Share Units(7) (11) (11)Common Stock3,3263,326D
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, 2026, through June 30, 2026. 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 January 2, 2026.
3. These securities are shares of EFSC common stock held through the Company's 401(k) Plan.
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 RSU's vest 100% in the first quarter of 2029, subject to continued employment by the reporting person.
11. 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 PONDER07/08/2026
** Signature of Reporting PersonDate
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).
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* Form 4: SEC 1474 (03-26)