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)

October 1622, 2025

ENTERPRISE FINANCIAL SERVICES CORP

(Exact name of registrant as specified in its charter)


Delaware	001-15373	43-1706259
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


150 N. Meramec Avenue, St. Louis, Missouri (Address of principal executive offices)			63105 (Zip Code)

Registrant's telephone number, including area code

(314) 725-5500


Not applicable
(Former name or former address, if changed since last report)

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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

EFSC

Nasdaq Global Select Market

Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A

EFSCP

Nasdaq Global Select Market

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 75.0104 ~~Regulation~~Temporary FDSuspension ~~Disclosure~~of Trading Under Registrant's Employee Benefit Plans.

InOn ~~response~~October to20, ~~investor~~2025, ~~inquiries~~Enterprise ~~about~~Financial Services Corp (the "Company") received the notification described under Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 regarding a ~~recent~~blackout ~~peer~~period ~~bank~~for ~~8-K~~the ~~filing~~EFSC Incentive Savings Plan (the "Plan"). There will be a blackout period beginning on November 24, ~~Enterprise~~2025 ~~Financial~~at ~~Services~~3:00 ~~Corp~~p.m. (~~the~~Central ~~“Company”~~Time) isand ~~providing~~ending ~~additional~~during ~~information~~the ~~about~~calendar ~~certain~~week ~~Enterprise~~beginning ~~Bank~~January &4, ~~Trust’s~~2026 (the ~~“Bank”~~"Blackout Period"), ~~credit~~during ~~relationships~~which Plan participants will be unable to direct or diversify investments in individual accounts, including with respect to shares of common stock, $0.01 par value per share of the Company ("EFSC Common Stock"), or obtain a loan or distribution from the Plan. The Blackout Period is necessary for administrative reasons to implement a change in service provider for the Plan.

~~The~~On ~~Bank~~October ~~has~~22, ~~seven~~2025, ~~commercial real estate loans totaling $68.4 million in~~ the ~~aggregate~~Company tosent ~~seven~~a ~~special~~notice ~~purpose entities~~ (~~each~~the an"Blackout ~~“SPE Borrower”~~Notice") ~~affiliated~~to ~~with~~its ~~two~~directors ~~commercial~~and ~~banking~~executive ~~relationships~~officers inpursuant ~~Southern~~to ~~California~~Section ~~that~~306(a) ~~share some common ownership. Each~~ of the ~~seven~~Sarbanes-Oxley ~~commercial~~Act ~~real~~of ~~estate~~2002 ~~loans~~and isSection ~~secured~~104 byof aRegulation ~~first~~BTR ~~position,~~under ~~senior secured mortgage on~~ the ~~real~~Securities ~~property~~and ~~owned~~Exchange byAct ~~the~~of ~~relevant~~1934, ~~SPE~~as ~~Borrower~~amended. The ~~Company~~Blackout ~~previously~~Notice ~~reported~~informed ~~these~~directors ~~loans as nonperforming assets,~~ and ~~reported~~executive officers that ~~litigation~~during ~~resulting~~the ~~from~~Blackout aPeriod, ~~business~~they ~~dispute~~will ~~between~~be ~~the~~prohibited ~~owners~~from, ofdirectly ~~the~~or ~~entities~~indirectly, ~~resulted~~purchasing, inacquiring, ~~all~~selling ~~seven~~or ofotherwise ~~the~~transferring ~~borrowing~~EFSC ~~entities~~Common ~~filing~~Stock ~~bankruptcy~~acquired in ~~the~~connection ~~first quarter of 2025. In August 2025, the Bank commenced foreclosure proceedings~~ with ~~respect~~their toservice ~~the~~or ~~real~~employment ~~property~~as ~~collateral~~a ~~owned~~director byor ~~each~~executive ~~SPE~~officer ~~Borrower. As a result~~ of the ~~Bank’s senior secured first lien collateral position with respect to the real property owned by the SPE Borrowers, the~~ Company ~~expects to collect the full balance of these loans~~.

~~Forward~~A ~~Looking~~copy ~~Statements~~of the notice provided to the Company’s directors and executive officers is filed hereto as Exhibit 99.1 and incorporated by reference herein. During the Blackout Period and for a period of two years after the ending date of the Blackout Period, stockholders or other interested parties may obtain, without charge, information about the actual beginning and ending dates of the Blackout Period by contacting Keith Goltschman, VP Retirement Plans, by telephone at 314-512-7245 or by mail at c/o 150 North Meramec, Clayton, MO 63105.

In addition to the historical information contained herein, this Current Report on Form 8-K contains “forward-looking statements” within the meaning of, and intended to be covered by, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company including, without limitation, plans, strategies and goals, and statements about the Company’s expectations regarding revenue and asset growth, financial performance and profitability, loan and deposit growth, liquidity, yields and returns, loan diversification and credit management, stockholder value creation and the impact of acquisitions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “pro forma”, “pipeline” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those anticipated in the forward-looking statements and future results could differ materially from historical performance. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation: the Company’s ability to efficiently integrate acquisitions into its operations, retain the customers of these businesses and grow the acquired operations, as well as credit risk, changes in the appraised valuation of real estate securing impaired loans, outcomes of litigation and other contingencies, exposure to general and local economic and market conditions, high unemployment rates, higher inflation and its impacts (including U.S. federal government measures to address higher inflation), impacts of trade and tariff policies, U.S. fiscal debt, budget and tax matters, and any slowdown in global economic growth, risks associated with rapid increases or decreases in prevailing interest rates, our ability to attract and retain deposits and access to other sources of liquidity, consolidation in the banking industry, competition from banks and other financial institutions, the Company’s ability to attract and retain relationship officers and other key personnel, burdens imposed by federal and state regulation, changes in legislative or regulatory requirements, as well as current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses, including rules and regulations relating to bank products and financial services, changes in accounting policies and practices or accounting standards, natural disasters

(such as wildfires and earthquakes), terrorist activities, war and geopolitical matters (including the war in Israel and potential for a broader regional conflict and the war in Ukraine and the imposition of additional sanctions and export controls in connection therewith), or pandemics, and their effects on economic and business environments in which we operate, including the related disruption to the financial market and other economic activity, and those factors and risks referenced from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and the Company’s other filings with the SEC. The Company cautions that the preceding list is not exhaustive of all possible risk factors and other factors could also adversely affect the Company’s results.

For any forward-looking statements made in this Current Report on Form 8-K or in any documents, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Readers are cautioned not to place undue reliance on any forward-looking statements. Except to the extent required by applicable law or regulation, the Company disclaims any obligation to revise or publicly release any revision or update to any of the forward-looking statements included herein to reflect events or circumstances that occur after the date on which such statements were made.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Notice to Directors and Executive Officers dated October 22, 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.

ENTERPRISE FINANCIAL SERVICES CORP

Date:

October 1622, 2025

By:

/s/ Troy R. Dumlao

Troy R. Dumlao

Executive Vice President and Chief Accounting Officer

Filing Compare · ENTERPRISE FINANCIAL SERVICES CORP