PONDER MARK G 4

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

AI-generated summary of this filing

Updated Feb 26, 2026

EFSC SEVP Mark G. Ponder Exercises Options; Shares Withheld for Taxes

What Happened

Mark G. Ponder, Senior Executive Vice President and Chief Administrative Officer of Enterprise Financial Services Corp. (EFSC), exercised/converted 3,326 derivative units into common stock on February 24, 2026. The exercise/conversion had an effective acquisition price of $0.00 per share (likely RSUs or similar award).
To satisfy tax withholding, 1,466 of the resulting shares were withheld/disposed at $57.57 per share, totaling $84,398. The remaining shares were issued to the reporting person.

Key Details

Transaction date: 2026-02-24; Filing date: 2026-02-26 (appears timely).
Exercise/conversion: 3,326 shares @ $0.00 (reported as acquired).
Tax withholding disposition: 1,466 shares @ $57.57 = $84,398 (reported as disposed to cover taxes).
Related Form 4 entries also show the derivative position converted (3,326 shares @ $0.00) consistent with vesting/conversion.
Shares owned after the transaction: not specified in the provided excerpt of the filing.
Relevant footnotes: F1 (shares withheld to satisfy tax withholding), F6 (RSUs granted under the 2018 Stock Incentive Plan), F9 (these RSUs vest in scheduled installments, with February 24, 2026 as a vesting date).

Context

This was a conversion/vesting event with shares withheld to cover tax obligations (a common, non-market-sale method to satisfy taxes), not an open‑market sale. For retail investors, such withholding transactions typically reflect routine tax handling on award vesting rather than a deliberate sale of shares for cash.

Form 4

Period: 2026-02-24

SEVP, Chief Admin. Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-24+3,326→ 8,313 total
Tax Payment
Common Stock
[F1]
2026-02-24$57.57/sh−1,466$84,398→ 6,847 total
Exercise/Conversion
Restricted Share Units
[F6][F9]
2026-02-24−3,326→ 3,326 total
→ Common Stock (3,326 underlying)

Holdings

Common Stock
[F2]
(indirect: By 401(k))
1,517
Common Stock
[F3]
23,726
Common Stock
(indirect: By IRA)
200
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)
[F4]
Exercise: $39.50Exp: 2034-02-28→ Common Stock (7,460 underlying)
7,460
Non Qualified Stock Option (Right to Buy)
[F5]
Exercise: $57.17Exp: 2035-03-04→ Common Stock (3,928 underlying)
3,928
Restricted Share Units
[F6][F7]
→ Common Stock (1,425 underlying)
1,425
Restricted Share Units
[F6][F8]
→ Common Stock (1,314 underlying)
1,314

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 in a Trust.
[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/ MARK G PONDER|2026-02-26

1 file