UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT 

Pursuant to Section 13 or 15(d) of  

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) 

November 9, 2021

ENTERPRISE FINANCIAL SERVICES CORP

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code

(314) 725-5500

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On November 9, 2021, Enterprise Financial Services Corp, a Delaware corporation, or Enterprise, filed a Certificate of Elimination of Certificate of Designation, Preferences and Rights, referred to as the Certificate of Elimination, with the Secretary of State of the State of Delaware. The Certificate of Elimination eliminates Enterprise’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, from Enterprise’s Certificate of Incorporation, as amended. Prior to filing the Certificate of Elimination, no shares of Enterprise’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A were outstanding. A copy of the Certificate of Elimination is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Enterprise is filing in this Current Report on Form 8-K certain financial statements and pro forma financial information related to the merger of First Choice Bancorp, or First Choice, with and into Enterprise, or the merger, that was previously included in, or otherwise incorporated by reference into, the Registration Statement on Form S-4 (Registration No. 333-256265) filed by Enterprise with the Securities and Exchange Commission, or SEC, on May 18, 2021, as amended on June 2, 2021 and declared effective on June 4, 2021, in connection with the merger. Additional information regarding the consideration exchanged, First Choice assets acquired and liabilities assumed as a result of the merger, as well as certain other pro forma information related to the merger, are included in Note 2 to Enterprise's unaudited condensed consolidated financial statements included in its Quarterly Report on Form 10-Q for the period ended September 30, 2021, which was filed with the SEC on November 4, 2021.

The audited consolidated financial statements of First Choice as of and for the year ended December 31, 2020, as well as the accompanying notes thereto and the related Report of Independent Registered Public Accounting Firm, are filed as Exhibit 99.1 and incorporated herein by reference.

The unaudited consolidated financial statements of First Choice as of and for the three months ended March 31, 2021, as well as the accompanying notes thereto, are filed as Exhibit 99.2 and incorporated herein by reference.

The following unaudited pro forma condensed combined consolidated financial statements giving effect to the merger is filed as Exhibit 99.3 attached hereto:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.