LALLY JAMES BRIAN 4

4 · ENTERPRISE FINANCIAL SERVICES CORP · Filed Feb 26, 2026

AI-generated summary of this filing

Updated Feb 26, 2026

Enterprise Financial (EFSC) CEO James Lally Exercises RSUs, Sells Shares

What Happened

James B. Lally, CEO and director of Enterprise Financial Services Corp. (EFSC), had 7,982 restricted stock units (RSUs) convert/exercise into common shares on 2026-02-24. As part of the issuance, 3,502 shares were withheld/surrendered to satisfy tax withholding obligations, producing proceeds of $201,610 (3,502 × $57.57).
The filing reports the conversion/exercise (transaction code M) and the tax withholding (transaction code F). The RSU conversion shows an acquisition of 7,982 shares at $0.00 (typical for vested RSUs).

Key Details

Transaction date: February 24, 2026; Form 4 filed February 26, 2026 (filed within the 2-business-day Form 4 window).
Converted/issued: 7,982 shares (exercise/conversion of derivative, reported at $0.00).
Shares withheld for taxes: 3,502 shares at $57.57 each = $201,610 (tax withholding).
Shares owned after transaction: Not specified in the provided excerpt of the filing.
Relevant footnotes: F1 = withholding to satisfy tax obligation; F9 = RSUs vesting schedule (RSUs vest over six years with one-third vesting on Feb 24, 2024, Feb 24, 2026, and Feb 24, 2028).
Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price/tax liability (stock withheld).

Context

This appears to be a routine RSU vesting and tax-withholding event, not an open-market sale. The withholding of shares to cover taxes is a common cashless method and does not necessarily indicate a change in the insider’s view of the company.
For retail investors, purchases or outright open-market buys are generally stronger bullish signals than vesting/withholding events like this one.

Form 4

Period: 2026-02-24

DirectorCEO

Transactions

Exercise/Conversion
Common Stock
2026-02-24+7,982→ 119,198 total
Tax Payment
Common Stock
[F1]
2026-02-24$57.57/sh−3,502$201,610→ 115,696 total
Exercise/Conversion
Restricted Share Units
[F6][F9]
2026-02-24−7,982→ 7,982 total
→ Common Stock (7,982 underlying)

Holdings

Common Stock
[F2]
(indirect: 401 (K) Plan)
19,570
Common Stock
[F3]
4,107
Non Qualified Stock Option (Right to Buy)
Exercise: $43.81From: 2024-02-06Exp: 2031-02-25→ Common Stock (17,637 underlying)
17,637
Non Qualified Stock Option (Right to Buy)
Exercise: $48.34From: 2025-02-03Exp: 2032-02-24→ Common Stock (20,325 underlying)
20,325
Non Qualified Stock Option (Right to Buy)
Exercise: $54.46From: 2026-02-10Exp: 2033-02-28→ Common Stock (20,438 underlying)
20,438
Non Qualified Stock Option (Right to Buy)
[F4]
Exercise: $39.50Exp: 2034-02-28→ Common Stock (30,661 underlying)
30,661
Non Qualified Stock Option (Right to Buy)
[F5]
Exercise: $57.17Exp: 2035-03-04→ Common Stock (16,144 underlying)
16,144
Restricted Share Units
[F6][F7]
→ Common Stock (5,857 underlying)
5,857
Restricted Share Units
[F6][F8]
→ Common Stock (5,398 underlying)
5,398

Footnotes (9)

[F1]Withholding of stock to satisfy tax withholding obligation on issuance of common stock.
[F2]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.
[F3]These shares are held jointly with spouse.
[F4]This option becomes exercisable in the first quarter of 2027, subject to continued employment by the reporting person.
[F5]The option becomes exercisable in the first quarter of 2028, subject to continued employment by the reporting person.
[F6]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.
[F7]The RSU's vest 100% in the first quarter of 2027, subject to continued employment by the reporting person.
[F8]The RSU's vest 100% in the first quarter of 2028, subject to continued employment by the reporting person.
[F9]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.

Signature

/s/James Brian Lally|2026-02-26

1 file