Enterprise Financial Services Corp. - Form 8-K Filing

On June 17, 2026, Enterprise Financial Services Corp. (the "Company") completed the issuance and sale of $175,000,000 aggregate principal amount of its 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036. The offering was conducted under the Company's Registration Statement on Form S-3. The Notes were sold at an underwriting discount of 1.25%, resulting in net proceeds of approximately $172.8 million. The Company intends to use these proceeds for general corporate purposes, including debt repayment, dividends, organic growth, strategic acquisitions, capital expenditures, investments, and regulatory capital for its subsidiary, Enterprise Bank & Trust. The Notes are governed by a Subordinated Indenture and will bear interest at a fixed rate of 6.25% until July 1, 2031, after which the rate will be a floating rate (expected to be Three-Month Term SOFR plus 232 basis points). The Company may redeem the Notes under certain conditions, including starting July 1, 2031, or upon specific events like a "Tax Event" or "Tier 2 Capital Event". The Notes rank junior to senior indebtedness and are structurally subordinated to subsidiary liabilities.