8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 20, 2025

ENTERPRISE FINANCIAL SERVICES CORP

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code

(314) 725-5500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Information

At a meeting of the Board of Directors (the “Board”) of Enterprise Financial Services Corp (the “Company”) held on February 20, 2025, the Board determined the slate of directors to be nominated for re-election at the Company’s upcoming 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The slate approved by the Board is based on consideration of the ongoing work of the Board and the Company’s Nominating & Governance Committee (the “Committee”) in connection with its evaluation of Board size, expansion of Board skills and experiences and long-term strategic planning for the Company and its Board. Considerations included, without limitation, the Company’s strategic and operational priorities, the background and expertise of our current directors, anticipated retirements in accordance with the Company’s Non-Management Director Retirement Plan (and offers to accelerate certain of those retirements), and other offers not to stand for re-election to facilitate and support the Board’s governance strategic planning objectives.

Accordingly, Robert E. Guest, Jr., James M. Havel, Daniel A. Rodriguez and Eloise E. Schmitz will not stand for re-election at the Annual Meeting and their terms as directors of the Board will end when their respective terms expire as of the Annual Meeting. Also as of the Annual Meeting, Messrs. Guest, Havel and Rodrigues and Ms. Schmitz will further cease to be members of the Board of Directors of the Company’s subsidiary, Enterprise Bank & Trust.

In accordance with the Company’s Amended and Restated Bylaws, effective as of the Annual Meeting, the size of the Board will be reduced from fifteen (15) to eleven (11).

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit

Number    Description

99.1        Press Release dated February 21, 2025.

104        The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Document

Exhibit 99.1

Enterprise Financial Services Corp Announces Updates to Board of Directors

Company Release – 2/21/2025

ST. LOUIS--(BUSINESS WIRE)-- Enterprise Financial Services Corp (Nasdaq: EFSC) (the “Company”) announced today that the following directors serving on the Company’s Board of Directors (the “Board”) will not be standing for re-election at the upcoming 2025 Annual Meeting of Stockholders (the “Annual Meeting”): Robert E. Guest, Jr., James M. Havel, Daniel A. Rodriguez and Eloise E. Schmitz.

Mike DeCola, Chairperson of the Board, stated, “The Board is committed to proactive long-term corporate governance strategic planning to benefit the Company and its stockholders and to align the Company’s strategic and operational priorities with its governance structure and practices. The directors who will be concluding their time with our Board as of the Company’s upcoming Annual Meeting have provided years of valuable service to the Company, and we are grateful for all of their contributions to our growth and success. I would like to personally thank Bob, Jim, Dan and Eloise for their commitment and service as members of the Board. The Company has greatly benefited from their individual perspectives and experiences, leaving us well-positioned for continued growth. We wish them all the very best in their future endeavors.”

Robert E. Guest, Jr. (Bob) is a long-serving director of the Company since his appointment to the Board in 2002. Bob has also served as a director on the Board of Directors for the Company’s subsidiary, Enterprise Bank & Trust (the “Bank Board”) since 2022. Bob has served the Company in a variety of committee memberships since his Board appointment. Of note, Bob has served as a member of the Company’s Risk Committee since 2013 and has served as its Chair since 2019. Bob’s leadership of the Risk Committee was instrumental in the Company’s transitions in crossing the $10 billion asset threshold in recent years. Bob’s strategic guidance has been invaluable to the Company and Bank throughout its many years of growth during his directorship.

James M. Havel (Jim) has served as a director of the Company since 2014 and a Bank Board director since 2022. Jim’s extensive financial experience and analytical perspective has added substantial value, not only to both Boards, but also to the Audit and Risk committees of the Board, as well as in his prior service on the Nominating & Governance Committee from 2017 through 2022.

Daniel A. Rodriguez (Dan) has served as a Company director since 2022 and a Bank Board director since 2016. Dan’s broad operations and technologies background and thoughtful perspective has contributed substantial value to both Boards as well as the Company’s Audit and Risk Committees.

Eloise E. Schmitz has served as a Company director since 2017 and a Bank Board director from 2015 to 2017 and from 2022 through present. Eloise has leveraged her comprehensive financial background and financial services industry experience to contribute to and further the work of each of the Boards as well as the Audit and Nominating & Governance committees and previously as a member of the Risk Committee from 2017 through 2022.

Mssrs. Guest, Havel and Rodriguez and Ms. Schmitz will continue to serve as directors of the Company and the Bank until our Annual Meeting.

About Enterprise Financial Services Corp

Enterprise Financial Services Corp (Nasdaq: EFSC), with approximately $15.6 billion in assets, is a financial holding company headquartered in Clayton, Missouri. Enterprise Bank & Trust, a Missouri state-chartered trust company with banking powers and a wholly-owned subsidiary of EFSC, operates branch offices in Arizona, California, Florida, Kansas, Missouri, Nevada, and New Mexico, and SBA loan and deposit production offices throughout the country. Enterprise Bank & Trust offers a range of business and personal banking services and wealth management services. Enterprise Trust, a division of Enterprise Bank & Trust, provides financial planning, estate planning, investment management and trust services to businesses, individuals, institutions, retirement plans and non-profit organizations. Additional information is available at www.enterprisebank.com.

Enterprise Financial Services Corp’s common stock is traded on the Nasdaq Stock Market under the symbol “EFSC.” Please visit our website at www.enterprisebank.com to see our regularly posted material information.

For more information contact:

Investor Relations: Keene Turner, Senior Executive Vice President and CFO (314) 512-7233

Media: Steve Richardson, SVP Corporate Communications (314) 995-5695