Enterprise Financial Services Corp美股招股说明书(2026-06-16版)

We are offering $175,000,000 aggregate principal amount of 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (the“subordinated notes”). The subordinated notes will mature on July1, 2036. From and including the date of original issuance to, but excluding,July1, 2031, or the date of early redemption, the subordinated notes will bear interest at a fixed rate of 6.25% per annum, payable semi-annually in arrears on January1 and July1 of each year, commencing on January1, 2027. From and including July1, 2031, to, but excludingthe maturity date or the date of early redemption, the subordinated notes will bear interest at a floating rate per annum equal to a benchmarkrate (which is expected to be Three-Month Term SOFR (as defined herein)) plus a spread of 232 basis points, payable quarterly in arrears onJanuary1, April1, July1 and October1 of each year, commencing on October1, 2031. Notwithstanding the foregoing, in the event thatbenchmark rate is less than zero, then the benchmark rate shall be deemed to be zero. We may, at our option, redeem the subordinated notes (i)in whole or in part beginning with the interest payment date of July1, 2031, andon any interest payment date thereafter or (ii)in whole but not in part upon the occurrence of a “Tax Event,” a “Tier 2 Capital Event” orEnterprise Financial Services Corp becoming required to register as an investment company pursuant to the Investment Company Act of 1940,as amended (the “1940 Act”). The redemption price for any redemption is 100% of the principal amount of the subordinated notes, plusaccrued and unpaid interest thereon to, but excluding, the date of redemption. Any early redemption of the subordinated notes will be subjectto the receipt of the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to the extent then requiredunder applicable laws or regulations, including capital regulations.There is no sinking fund for the subordinated notes. The subordinated notes will be unsecured and will rank junior to all of our existing and future senior indebtedness. In addition, the subordinated notes will be effectively subordinated to all of our secured indebtedness to theextent of the value of the assets securing such indebtedness. The subordinated notes will be structurally subordinated to all of the existing andfuture liabilities and obligations of our subsidiaries, including the deposit liabilities and claims of other creditors of our bank subsidiary,Enterprise Bank & Trust. The subordinated notes will be equal in right of payment with any of our existing and future subordinatedindebtedness. The subordinated notes will be obligations of Enterprise Financial Services Corp only and will not be obligations of, and willnot be guaranteed by, any of our subsidiaries. For a more detailed description of the subordinated notes, see “Description of the SubordinatedNotes.” The subordinated notes will not be listed on any national securities exchange or quoted on a quotation system. Currently, there is nopublic market for the subordinated notes. Investing in the subordinated notes involves certain risks, including that the interest rate on the subordinated notes during the floating rateperiod may be determined based on a rate other than Three-Month Term SOFR. Please read the “Risk Factors” beginning on pageS-14of thisprospectus supplement, as well as the risks set forth in our other filings with the Securities and Exchange Commission (“SEC”), which areincorporated by reference in this prospectus supplement and the accompanying base prospectus, for a discussion of certain risks that should beconsidered in connection with an investment in the subordinated notes. The subordinated notes are not savings accounts, deposits or other obligations of a bank and are not insured or guaranteed by the FederalDeposit Insurance Corporation (the “FDIC”), or any other governmental agency or instrumentality.Neither the SEC, any state securities commission, the FDIC, the Federal Reserve nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation tothe contrary is a criminal offense. Per NoteTotalPublic offering price100.00$175,000,000Underwriting discounts1.25$2,187,500Proceeds to us, before expenses98.75$172,812,500(1)%(2)%% (1)Plus accrued interest, if any, from June17, 2026, to the date of delivery. (2)We will also reimburse the underwriters for certain expenses incurred in this offering. See “Underwriting” in this prospectus supplementfor details.The underwriters expect to deliver the subordinated notes in book-entry form only through the facilities of The Depository Trust Company (the “DTC”) and its participants against payment therefor in immediately available funds in New York, New York on or aboutJune17, 2026, which is the third business day following the date of the pricing of the notes (such