{"url_path":"/sec/efsc/8-k/2026-06-17/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1025835/0001104659-26-075113-index.html","accession_number":"0001104659-26-075113","cik":"0001025835","ticker":"EFSC","issuer_name":"ENTERPRISE FINANCIAL SERVICES CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1025835/0001104659-26-075113-index.html","primary_entity_key":"0001025835","primary_entity_name":"ENTERPRISE FINANCIAL SERVICES CORP"},"word_count":795,"has_tables":true,"body_markdown":"**** \n\n**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn June 17, 2026, Enterprise Financial Services Corp (the “Company”)\ncompleted the issuance and sale (the “Offering”) of $175,000,000 aggregate principal amount of its 6.25% Fixed-to-Floating Rate\nSubordinated Notes due 2036 (the “Notes”). The Offering was completed pursuant to the Company’s Registration Statement\non Form S-3 (File No. 333-294014) (including a base prospectus) filed with the Securities and Exchange Commission\n(the “SEC”) on March 4, 2026, as supplemented by the prospectus supplement dated June 12, 2026, and filed with the\nSEC on June 16, 2026.\n\n \n\nIn connection with the Offering, the Company entered into an Underwriting\nAgreement, dated June 12, 2026 (the “Underwriting Agreement”), with Keefe, Bruyette & Woods, Inc. and Raymond\nJames & Associates, Inc., as representatives of the several underwriters listed on Schedule A attached thereto. The Notes\nwere sold at an underwriting discount of 1.25%, resulting in net proceeds to the Company of approximately $172.8 million before deducting\nexpenses of the Offering. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include\nrepayment or redemption of outstanding indebtedness, the payment of dividends, providing capital to support its organic growth or growth\nthrough strategic acquisitions, capital expenditures, financing investments, repurchasing shares of its common stock, and for investments\nin the Company’s wholly-owned subsidiary, Enterprise Bank & Trust (the “Bank”), as regulatory capital. The\nUnderwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale\nof the Notes in the Offering, indemnification and contribution obligations and other terms and conditions customary in agreements of this\ntype.\n\n \n\nThe Notes were issued under the Subordinated Indenture, dated as of\nJune 17, 2026 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of June 17,\n2026 (the “First Supplemental Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.\n\n \n\nFrom and including the date of issuance to, but excluding, July 1,\n2031, or earlier redemption date, the Notes will bear interest at an initial fixed rate of 6.25% per annum, payable semi-annually in arrears\non January 1 and July 1 of each year, commencing on January 1, 2027. From and including July 1, 2031 to, but excluding\nthe maturity date, July 1, 2036, or earlier redemption date, the Notes will bear interest at a floating rate per annum equal to a\nbenchmark rate, which is expected to be Three-Month Term SOFR (as defined in the First Supplemental Indenture), plus 232 basis points,\npayable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on October 1,\n2031. Notwithstanding the foregoing, if the benchmark rate is less than zero, then the benchmark rate shall be deemed to be zero.\n\n \n\nThe Company may, at its option, redeem the Notes (i) in whole\nor in part beginning on the interest payment date of July 1, 2031, and on any interest payment date thereafter or (ii) in whole\nbut not in part upon the occurrence of a “Tax Event,” a “Tier 2 Capital Event” or the Company becoming required\nto register as an investment company pursuant to the Investment Company Act of 1940, as amended. The redemption price for any redemption\nis 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any\nredemption of the Notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System to the\nextent then required under applicable laws or regulations, including capital regulations.\n\n \n\n2\n\n \n\n \n\nThere is no sinking fund for the Notes. The Notes rank junior\nto all of the Company’s existing and future senior indebtedness. In addition, the Notes are effectively subordinated to any secured\nindebtedness of the Company to the extent of the value of the assets securing such indebtedness. The Notes are structurally subordinated\nto all of the existing and future liabilities and obligations of the Company’s subsidiaries, including the deposit liabilities and\nclaims of other creditors of the Bank. The Notes are equal in right of payment with any of the Company’s existing and future subordinated\nindebtedness. The Notes are the obligations of the Company only and are not obligations of, and are not guaranteed by, any of the Company’s\nsubsidiaries.\n\n \n\nThe foregoing descriptions of the Underwriting Agreement and the Notes\ndo not purport to be complete and are subject to, and qualified in their entirety by, the full text of (i) the Underwriting Agreement,\n(ii) the Base Indenture, (iii) the First Supplemental Indenture and (iv) the form of Note, copies of which are attached\nas Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference."}