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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 22 added, 28 removed, 158 unchanged (24% of the section changed)

20 unchanged sentences

Changes in Internal Control Over Financial Reporting

The Company completed the conversion of its legacy core system into a new core banking platform.

This upgrade included enhancements to the loan and deposit areas, as well as digital banking and the general ledger, among others.

The conversion was completed October 11, 2024 and, as a result, there were certain changes to the Company’s internal control over financial reporting to align with the new system functionality and updated processes.

There have been no other changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Act) that occurred during the Company’s quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Act) that occurred during the Company’s quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

On December 17, 2024, James B.

Lally, Chief Executive Officer and Director, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan provides for the sale, subject to certain price limits, of up to 10,778 shares of common stock.

Lally’s plan will expire on September 18, 2025, subject to early termination in accordance with the terms of the plan.

On September 18, 2025, James B.

Lally, Chief Executive Officer and Director, terminated a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan provided for the sale, subject to certain price limits, of up to 10,778 shares of common stock.

No other officer or director of the Company adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement as defined in 17 CFR § 229.408(c) during the year ended December 31, 2025.

2 unchanged sentences

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 2025 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, 2024.

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 2026 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, 2025.

The Company has adopted an Insider Trading Policy which governs the purchase, sale and/or other disposition of the Company’s securities by its directors, officers and employees.

2 unchanged sentences

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.

A copy of the Code of Ethics is available on the Company’s website at www.enterprisebank.com.

A copy of the Code of Ethics is available on the Company’s website at www.enterprisebank.com under "Investor Relations" under "Governance Documents." The Company intends to disclose any changes or amendments to or waivers from the "Code of Ethics" on its website.

A copy of the "Code of Ethics" may be obtained, free of charge, by writing to Enterprise Financial Services Corp at 150 North Meramec, Clayton, MO 63105.

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 2025 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, 2024.

The information required by this item is incorporated herein by reference to the Executive Compensation section of the Company’s Proxy Statement for its 2026 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, 2025.

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

17 unchanged sentences

• 322,494 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 of Certain Beneficial Owners and Management section of the Company’s Proxy Statement for its 2025 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, 2024.

Additional information required by this item is incorporated herein by reference to the Information Regarding Beneficial Ownership of Certain Beneficial Owners and Management section of the Company’s Proxy Statement for its 2026 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, 2025.

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 2025 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, 2024.

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 2026 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, 2025.

PRINCIPAL ACCOUNTANT 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 2025 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, 2024.

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 2026 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, 2025.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

5 unchanged sentences

Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024, 2023, and 2022

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023

2 unchanged sentences

All financial statement schedules have been omitted, as they are either inapplicable or included in the Notes to Consolidated Financial Statements.

2.1 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 on April 26, 2021 (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.

21 unchanged sentences

001-15373)), amended by that Second Amendment to Executive Employment Agreement dated as of October 29, 2015 (incorporated by reference to Exhibit 10.1.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ending September 30, 2015 filed on October 30, 2015 (File No.

001-15373)) , and amended by that Third Amendment to Executive Employment Agreement dated as of August 4, 2023 (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the period ending June 30, 2023 filed on August 4, 2023 (File No.

001-15373)) , amended by that Third Amendment to Executive Employment Agreement dated as of August 4, 2023 (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the period ending June 30, 2023 filed on August 4, 2023 (File No.

001-15373)) , and amended by that Fourth Amendment to Executive Employment Agreement dated as of October 1 , 2025 (incorporated by reference to Exhibit 10.

1 to Registrant ’ s Current Report on Form 8-K filed on October 2, 2025 (File No.

001-15373)) .

10.1.3* Executive Employment Agreement dated effective January 1, 2005 by and between Enterprise Financial Services Corp and Scott R.

2 unchanged sentences

Bauche (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Registrant, filed with the Commission on October 25, 2019 (File No.

001-15373)) , and amended by that First Amendment to Executive Employment Agreement dated as of August 4, 2023 (incorporated by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the period ending June 30, 2023 (File No.

001-15373)) , amended by that First Amendment to Executive Employment Agreement dated as of August 4, 2023 (incorporated by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the period ending June 30, 2023 (File No.

001-15373)) , and amended by that Second Amendment to Executive Employment Agreement dated as of October 1, 2025 (incorporated by reference to Exhibit 10.2 to Registrant ’ s Current Report on Form 8-K filed on Octo ber 2, 2025 (File No.

10.1.5* Executive Employment Agreement dated as of October 24, 2019 by and between Enterprise Financial Services Corp and Nicole M.

4 unchanged sentences

001-15373)) , and amended by that First Amendment to Executive Employment Agreement dated as of August 4, 2023 (incorporated by reference to Exhibit 10.1.6 to Registrant’s Annual Report on Form 10-K filed on February 26, 2024 (File No.

001-15373)) .

10.1.7* Enterprise Financial Services Corp Amended and Restated Deferred Compensation Plan I dated effective as of December 31, 2008 (incorporated by reference to Exhibit 10.9 to Registrant's Report on Form 10-K for the year ended December 31, 2008 filed on March 16, 2009 (File No.

19 unchanged sentences

§ 1350, as adopted pursuant to section § 906 of the Sarbanes-Oxley Act of 2002.

97 Enterprise Financial Services Corp Financial Restatement Clawback Policy (incorporated herein by reference to Exhibit 97 to Registrant's Annual Report on Form 10-K filed on February 26, 2024).

97+ Enterprise Financial Services Corp Financial Restatement Clawback Policy .

101+ Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Annual Report on Form 10-K for the period ended December 31, 2025, is formatted in Inline XBRL interactive data files:

2 unchanged sentences

(iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023;

(iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024, 2023, and 2022;

(iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023;

(v) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023;

13 unchanged sentences

(Principal Executive Officer)

Turner Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Turner Senior Executive Vice President, Chief Financial and Operating Officer (Principal Financial Officer)

Dumlao Chief Accounting Officer

2 unchanged sentences

DeCola Chairman of the Board of Directors

Anderson Director

Andrich Director

1 unchanged sentence

Finn Director

/s/ Robert E.

Havel Director

/s/ Michael R.

6 unchanged sentences

Marsh Director

/s/ Daniel A.

Rodrigues Director

/s/ Richard M.

Sanborn Director

/s/ Eloise E.

Schmitz Director

/s/ Sandra A.

4 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