PONDER MARK G 4

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.