ENTERPRISE FINANCIAL SERVICES CORP 8-K

What Happened

• Enterprise Financial Services Corp announced on June 17, 2026 that it completed an offering of $175,000,000 aggregate principal amount of 6.25% Fixed-to-Floating Rate Subordinated Notes due July 1, 2036 (the “Notes”). The offering was conducted under the company’s Form S-3 registration and a June 12, 2026 underwriting agreement led by Keefe, Bruyette & Woods and Raymond James. The Notes were issued under a Subordinated Indenture and a First Supplemental Indenture dated June 17, 2026, with U.S. Bank Trust Company, N.A. as trustee.

Key Details

• Offering size and proceeds: $175.0 million principal; sold at a 1.25% underwriting discount; net proceeds approximately $172.8 million before expenses.
• Interest terms: 6.25% fixed per annum from issuance through (but excluding) July 1, 2031, payable semi‑annually beginning Jan 1, 2027; thereafter (July 1, 2031 – July 1, 2036) floating at Three‑Month Term SOFR + 232 bps (floor at 0%) payable quarterly.
• Redemption and ranking: Callable by the company (in whole or part) on or after the July 1, 2031 interest date; callable in whole upon certain events (Tax Event, Tier 2 Capital Event, or required investment company registration). Redemption price is 100% of principal plus accrued interest. The Notes are subordinated to all senior debt, structurally subordinated to subsidiary liabilities (including bank deposits), and rank equally with other subordinated debt. No sinking fund.
• Use of proceeds: For general corporate purposes, which may include repayment or redemption of indebtedness, dividends, capital for growth or acquisitions, capital expenditures, stock repurchases, and investments in Enterprise Bank & Trust as regulatory capital.

Why It Matters

• The transaction raises immediate liquidity (~$172.8M) that the company can use for capital needs, growth initiatives, or to bolster the bank subsidiary’s regulatory capital position. For investors, note that these are subordinated securities (lower priority than senior debt and structurally behind subsidiary liabilities), carry a fixed coupon until 2031 and a variable rate thereafter (exposure to SOFR), and are callable beginning in 2031. These features affect credit and interest-rate risk relative to senior debt or equity.