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ENTERPRISE FINANCIAL SERVICES CORP·4

Feb 12, 5:25 PM ET

PONDER MARK G 4

4 · ENTERPRISE FINANCIAL SERVICES CORP · Filed Feb 12, 2026

Research Summary

AI-generated summary of this filing

Updated

EFSC SEVP Mark G. Ponder Exercises Options, Receives RSUs

What Happened

  • Mark G. Ponder, Senior Executive Vice President and Chief Administrative Officer of Enterprise Financial Services Corp. (EFSC), had derivative shares converted/exercised and received equity awards on 2026-02-10. The filing shows: conversion/exercise of 1,006 derivative shares (code M) and grant/vesting of 1,651 and 1,329 RSUs (codes A), for a total of 3,986 shares credited in the transaction entries. To satisfy tax withholding obligations, 444, 815 and 600 shares (total 1,859 shares) were withheld at $59.22 per share, for an aggregate withholding value of $110,090 (code F). The exercise/conversion price shown is $0.00.

Key Details

  • Transaction date: February 10, 2026. Filing date: February 12, 2026 (appears timely — within the Form 4 reporting window).
  • Prices: tax-withheld share price used = $59.22; exercise/conversion price reported = $0.00.
  • Shares shown in the filing: 1,006 (exercise/conversion), 1,651 (award), 1,329 (award) = 3,986 acquired/credited; 1,859 shares withheld for taxes (total value ~$110,090).
  • Shares owned after transaction: Not stated in the excerpt of the filing.
  • Relevant footnotes: F1 = withholding to satisfy tax obligations; F10/F11 describe RSU vesting schedules; F2 = awards under the Company’s 2018 Stock Incentive Plan.
  • Transaction codes: M = exercise/conversion of derivative; A = grant/award; F = payment of exercise price or tax withholding.
  • This was not an open-market sale; the disposals are withholding to cover taxes, a routine administrative step.

Context

  • This looks like equity compensation vesting/conversion with shares withheld to cover taxes (a common, routine practice). The filing does not show open-market sales by the insider; tax-withholding disposals (code F) should not be interpreted the same as a voluntary sale. For investors, awards/vests are compensation events rather than clear bullish/bearish signals.

Insider Transaction Report

Form 4
Period: 2026-02-10
ENTERPRISE FINANCIAL SERVICES CORPEFSC
PONDER MARK G
SEVP, Chief Admin. Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2026-02-10+1,006→ 3,866 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-10$59.22/sh−444$26,294→ 3,422 total
  • Award

    Common Stock

    [F2]
    2026-02-10+1,651→ 5,073 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-10$59.22/sh−815$48,264→ 4,258 total
  • Award

    Common Stock

    [F2]
    2026-02-10+1,329→ 5,587 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-10$59.22/sh−600$35,532→ 4,987 total
  • Exercise/Conversion

    Restricted Share Units

    [F7][F11]
    2026-02-10−1,006→ 0 total
    → Common Stock (1,006 underlying)
Holdings

  • Common Stock

    (indirect: By IRA)
    200

  • Common Stock

    [F3]
    (indirect: By 401(k))
    1,517

  • Common Stock

    [F4]
    23,726

  • Non Qualified Stock Option (Right to Buy)

    Exercise: $43.81From: 2024-02-06Exp: 2031-02-25→ Common Stock (4,521 underlying)
    4,521

  • Non Qualified Stock Option (Right to Buy)

    Exercise: $48.34From: 2025-02-03Exp: 2032-02-24→ Common Stock (4,878 underlying)
    4,878

  • Non Qualified Stock Option (Right to Buy)

    Exercise: $54.46From: 2026-02-10Exp: 2033-02-28→ Common Stock (4,925 underlying)
    4,925

  • Non Qualified Stock Option (Right to Buy)

    [F5]
    Exercise: $39.50Exp: 2034-02-28→ Common Stock (7,460 underlying)
    7,460

  • Non Qualified Stock Option (Right to Buy)

    [F6]
    Exercise: $57.17Exp: 2035-03-04→ Common Stock (3,928 underlying)
    3,928

  • Restricted Share Units

    [F7][F8]
    → Common Stock (1,425 underlying)
    1,425

  • Restricted Share Units

    [F7][F9]
    → Common Stock (1,314 underlying)
    1,314

  • Restricted Share Units

    [F7][F10]
    → Common Stock (6,652 underlying)
    6,652
Footnotes (11)
  • [F1]Withholding of stock to satisfy tax withholding obligation on issuance of common stock.
  • [F10]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.
  • [F11]The RSU vest 100% in the first quarter of 2026, subject to continued employment by the reporting person.
  • [F2]The shares of common stock were awarded pursuant to the Company's 2018 Stock Incentive Plan.
  • [F3]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.
  • [F4]These shares are held jointly with spouse in a Trust.
  • [F5]This option becomes exercisable in the first quarter of 2027, subject to continued employment by the reporting person.
  • [F6]The option becomes exercisable in the first quarter of 2028, subject to continued employment by the reporting person.
  • [F7]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.
  • [F8]The RSU's vest 100% in the first quarter of 2027, subject to continued employment by the reporting person.
  • [F9]The RSU's vest 100% in the first quarter of 2028, subject to continued employment by the reporting person.
Signature
/s/ MARK G PONDER|2026-02-12

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT