PONDER MARK G 4

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.