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Item 9A. Controls and Procedures

2022-02-25 compared with 2021-02-19 · 42 added, 25 removed, 134 unchanged (33% of the section changed)

6 unchanged sentences

The Company’s internal control system is a process designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

As permitted, management excluded from its assessment the operations of Seacoast Commerce Banc Holdings, which was acquired on November 12, 2020.

As described in Note 2 to the Consolidated Financial Statements, assets acquired and excluded from management's assessment of internal control over financial reporting comprised approximately 13% and 11% of consolidated total and net assets, respectively, at December 31, 2020.

Operations of Seacoast Commerce Banc Holdings comprised approximately 3% of revenues, for the year ended December 31, 2020.

The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets;

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated herein by reference to the Board and Committee Information and Executive Officer sections of the Company’s Proxy Statement for its 2021 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

The information required by this item is incorporated herein by reference to the Board and Committee Information and Executive Officer sections of the Company’s Proxy Statement for its 2022 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2021.

The Company has adopted a Code of Ethics applicable to all of its directors and employees, including the principal executive officer, principal financial officer and principal accounting officer.

1 unchanged sentence

EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to the Executive Compensation section of the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

The information required by this item is incorporated herein by reference to the Executive Compensation section of the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information regarding the securities authorized for issuance under our equity compensation plans as of December 31, 2021.

Additional information regarding these plans is included in “Item 8.

Note 16 – Shareholders’ Equity and Compensation Plans” in this report.

EQUITY COMPENSATION PLAN INFORMATION

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (c)

Equity compensation plans approved by security holders 289,090 NA 1,055,711

Equity compensation plans approved by security holders 477,686 $ 43.80 1,301,150

Equity compensation plans not approved by security holders — — —

Total 289,090 NA 1,055,711

Total 477,686 $ 43.80 1,301,150

(a) Includes the following:

1 unchanged sentence

• 169,244 shares of common stock to be issued upon vesting of outstanding performance units under the 2018 Stock Incentive Plan;

• 112,927 shares of common stock to be issued upon exercise of outstanding non-qualified stock options;

• 22,300 shares of common stock to be issued upon deferral release of common stock under the 2018 Stock Incentive Plan and the Non-Management Director Stock Plan.

(b) Includes the following:

• price only applicable to the outstanding non-qualified stock options.

2 unchanged sentences

• 571,064 shares of common stock available for issuance under the 2018 Employee Stock Purchase Plan.

Additional information required by this item is incorporated herein by reference to the Information Regarding Beneficial Ownership section of the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

Additional information required by this item is incorporated herein by reference to the Information Regarding Beneficial Ownership section of the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2021.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated herein by reference to the Related Person Transactions section of the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

The information required by this item is incorporated herein by reference to the Related Person Transactions section of the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2021.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated by reference to the Fees Paid to Independent Registered Public Accounting Firm section of the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

The information required by this item is incorporated by reference to the Fees Paid to Independent Registered Public Accounting Firm section of the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, not later than 120 days after December 31, 2021.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

The consolidated financial statements of Enterprise Financial Services Corp and its subsidiaries and independent auditors’ reports are included in Part II, Item 8, of this Form 10-K.

The following consolidated financial statements of Enterprise Financial Services Corp and its subsidiaries and independent auditors’ reports are included in Part II, Item 8, of this Form 10-K and are incorporated by reference from Part II, Item 8 hereof:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at December 31, 2021 and 2020

Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019

Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020, and 2019

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2021, 2020, and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019

Notes to Consolidated Financial Statements

Financial Statement Schedules

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2.2 Agreement and Plan of Merger, dated August 20, 2020 by and among Enterprise Financial Services Corp, Enterprise Bank & Trust, Seacoast Commerce Banc Holdings and Seacoast Commerce Bank (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 21, 2020 (File No.

2.3 Agreement and Plan of Merger, dated April 26, 2021 by and among Enterprise Financial Services Corp, Enterprise Bank & Trust, First Choice Bancorp and First Choice Bank (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 26, 20210 (File No.

3.1 Certificate of Incorporation of Registrant, (incorporated herein by reference to Exhibit 3.1 of Registrant's Registration Statement on Form S-1 filed on December 16, 1996 (File No.

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3.5 Amendment to the Certificate of Incorporation of Registrant (incorporated herein by reference to Appendix A to Registrant's Proxy Statement on Form 14-A filed on November 20, 2008 (File No.

3.6 Certificate of Designations of Registrant for Fixed Rate Cumulative Perpetual Preferred Stock, Series A, dated December 17, 2008 (incorporated herein by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on December 23, 2008 (File No.

3.6 Amendment to the Certificate of Incorporation of Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the period ending June 30, 2014 (File No.

3.7 Amendment to the Certificate of Incorporation of Registrant (incorporated herein by reference to Exhibit 3.8 to Registrant’s Quarterly Report on Form 10-Q filed on July 26, 2019 (File No.

3.8 Amendment to the Certificate of Incorporation of Registrant (incorporated herein by reference to Appendix C to Registrant’s Registration Statement on Form S- 4/A filed on J une 2 , 20 21 (File No.

333-256265 )).

3.9 Certificate of Designations of Registrant for Fixed Rate Cumulative Perpetual Preferred Stock, Series A, dated December 17, 2008 (incorporated herein by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on December 23, 2008 (File No.

3.10 Certificate of Elimination of Registrant ’ s Certificate of Designation, Preferences, and Rights of the Fixed Rate Cumu lative Perpetual Preferred Stock, Series A , dated Nove mber 9 , 2021 (inco rporated herein by referen ce to Exhibit 3.1 to Registra nt ’ s Current Report on Form 8-K fil ed on November 9, 2021 (File No.

3.11 Certificate of Designation of Registrant of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, dated November 16, 2021 (incorporated herein by reference to Exhibit 3.1 to Registrant ’s Current Report on Form 8-K filed on November 1 7 , 2021 (File No.

3.12 Amended and Restated Bylaws of Registrant (incorporated herein by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on June 12, 2015 (File No.

4.1 Description of Registrant’s Securities (incorporated herein by reference to Exhibit 4.1 to Registrant's Annual Report on Form 10-K filed on February 22, 2020 (File No.

4.1+ Description of Registrant’s Securities .

4.2 Long-term borrowing instruments are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K.

25 unchanged sentences

10.1.13* Form of Enterprise Financial Services Corp LTIP Grant Agreement, pursuant to Amended and Restated 2018 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2018 (File No.

10.1.14+ Form of Enterprise Financial Services Corp Stock Option Award Agreement, pursuant to Amended and Restated 2018 Stock Incentive Plan (filed herewith).

10.2 Form of Voting Agreements, dated November 1, 2018, between Enterprise Financial Services Corp and shareholders of Trinity Capital Corporation (incorporated herein by reference to Exhibit A to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on November 2, 2018 (File No.

10.1.14* Form of Enterprise Financial Services Corp Stock Option Award Agreement, pursuant to Amended and Restated 2018 Stock Incentive Plan ( incorporated here in by reference to Exhibit 10.1.14 to R egistra nt ’ s Annual Report on Form 10-K filed on February 19, 2021 (File No.

001-15373) ).

10.1.15* Enterprise Financial Services Corp.

Amendment to the Amended and Restated 2018 Stock Incentive Plan (incorporated herein by reference to Appendix A to Registrant’s Proxy Statement on Schedule 14A, filed on March 17, 2021 (File No.

10.2 Form of Voting Agreements, dated November 1, 2018, between Enterprise Financial Services Corp and shareholders of Trinity Capital Corporation (incorporated herein by reference to Exhibit A to

Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on November 2, 2018 (File No.

10.3 Loan Agreement dated February 24, 2016 between US Bank National Association and Registrant (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Report on Form 10-K for the year ended December 31, 2015 (File No.

2 unchanged sentences

001-15373)), amended by the Third Amendment to Loan agreement dated as of February 22, 2019 (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Report on Form 10-K for the year ended December 31, 2018 (File No.

001-15373) ), and amended by the Fourth Amendment to Loan agreement dated as of February 22, 2020, (incorporated herein by reference to Exhibit 10.3 to Registrant's Annual Report on Form 10-K filed on February 22, 2020 (File No.

001-15373) ), amended by the Fourth Amendment to Loan agreement dated as of February 22, 2020, (incorporated herein by reference to Exhibit 10.3 to Registrant's Annual Report on Form 10-K filed on February 22, 2020 (File No.

001-15373)) , amended by the Fifth Amendment to Loan Agreement dated as of February 22, 2021, and amended by the Sixth Amendment to Loan Agreement dated as of February 22, 2022, (filed herewith).

21.1+ Subsidiaries of Registrant.

23.1+ Consent of Deloitte & Touche LLP.

23.1+ Co nsent of Deloitte & Touche LLP.

24.1+ Power of Attorney.

7 unchanged sentences

(i) Consolidated Balance Sheet at December 31, 2021 and December 31, 2020;

(ii) Consolidated Statement of Income for the years ended December 31, 2020, 2019, and 2018;

(iii) Consolidated Statement of Comprehensive Income for the years ended December 31, 2020, 2019, and 2018;

(iv) Consolidated Statement of Changes in Equity for the years ended December 31, 2020, 2019, and 2018;

(v) Consolidated Statement of Cash Flows for the years ended December 31, 2020, 2019, and 2018;

and (vi) Notes to Financial Statements.

(ii) Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019;

(iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020, and 2019;

(iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2021, 2020, and 2019;

(v) Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019;

and (vi) Notes to Consolidated Financial Statements.

104+ The cover page of Enterprise Financial Services Corp’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL (contained in Exhibit 101).

18 unchanged sentences

DeCola Director

Deutsch Director

/s/ Robert E.

17 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures