Ensign Group (NASDAQ: ENSG) COO withholds 545 shares to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ENSIGN GROUP, INC President and COO Spencer Burton reported routine tax-withholding transactions in company stock. A total of 545 shares of Common Stock were disposed of on May 26–27, 2026 to cover tax liabilities on vesting restricted stock awards.

The transactions, coded "F" on Form 4, reflect tax-withholding dispositions rather than open-market sales. Following these withholdings, Burton directly holds 68,470 shares of ENSIGN GROUP, INC Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Burton Spencer

Role President and COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	264	$171.97	$45K
Tax Withholding	Common Stock	281	$172.42	$48K

Holdings After Transaction: Common Stock — 68,470 shares (Direct, null)

Footnotes (1)

These shares relate to taxes withheld on a Restricted Stock Award granted May 26, 2022 that vests in five equal annual installments beginning May 26, 2023. These shares relate to taxes withheld on a Restricted Stock Award granted May 27, 2021 that vests in five equal annual installments beginning May 27, 2022.

Key Figures

Tax-withheld shares May 26, 2026: 281 shares Tax-withheld shares May 27, 2026: 264 shares Total tax-withheld shares: 545 shares +3 more

6 metrics

Tax-withheld shares May 26, 2026 281 shares Common Stock withheld for taxes at $172.42 per share

Tax-withheld shares May 27, 2026 264 shares Common Stock withheld for taxes at $171.97 per share

Total tax-withheld shares 545 shares Aggregate F-code tax-withholding dispositions reported in this Form 4

Shares held after transactions 68,470 shares Direct Common Stock ownership following May 27, 2026 withholding

Price per share May 26, 2026 $172.42 per share Value used for 281-share tax-withholding disposition

Price per share May 27, 2026 $171.97 per share Value used for 264-share tax-withholding disposition

Key Terms

tax-withholding disposition, Restricted Stock Award, vests in five equal annual installments, Form 4

4 terms

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for both Common Stock entries"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Restricted Stock Award financial

"These shares relate to taxes withheld on a Restricted Stock Award granted May 26, 2022"

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

vests in five equal annual installments financial

"that vests in five equal annual installments beginning May 26, 2023"

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/28/2026 - 06:35 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Burton Spencer

(Last)

(First)

(Middle)

29222 RANCHO VIEJO ROAD

SUITE 127

(Street)

SAN JUAN CAPISTRANO

CALIFORNIA

92675

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ENSIGN GROUP, INC [ ENSG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/26/2026		F		281⁽¹⁾	D	$172.42	68,734	D
Common Stock	05/27/2026		F		264⁽²⁾	D	$171.97	68,470	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares relate to taxes withheld on a Restricted Stock Award granted May 26, 2022 that vests in five equal annual installments beginning May 26, 2023.

2. These shares relate to taxes withheld on a Restricted Stock Award granted May 27, 2021 that vests in five equal annual installments beginning May 27, 2022.

Remarks:

	/s/ Chad A. Keetch, as power of attorney	05/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ENSG President and COO Spencer Burton report?

Spencer Burton reported tax-withholding dispositions of ENSIGN GROUP, INC Common Stock. On May 26–27, 2026, 545 shares were withheld to satisfy tax obligations tied to vesting restricted stock awards, rather than sold in open-market transactions.

How many ENSG shares were withheld for Spencer Burton’s taxes?

A total of 545 ENSIGN GROUP, INC Common Stock shares were withheld. The Form 4 shows 281 shares on May 26, 2026 and 264 shares on May 27, 2026, all applied to cover tax liabilities on restricted stock vesting.

What is Spencer Burton’s ENSG shareholding after these transactions?

After the tax-withholding dispositions, Spencer Burton holds 68,470 ENSG shares directly. This post-transaction balance reflects his remaining ownership following the 545 shares withheld to satisfy tax obligations on restricted stock awards.

Were Spencer Burton’s ENSG transactions open-market sales or routine withholdings?

The transactions were routine tax-withholding dispositions, not open-market sales. Both are coded "F" on Form 4 and described as payments of tax liability by delivering securities related to vesting restricted stock awards granted in 2021 and 2022.

Which ENSG equity awards are linked to these tax withholdings?

The withholdings relate to Restricted Stock Awards granted in 2021 and 2022. Footnotes state they stem from awards granted May 27, 2021 and May 26, 2022, each vesting in five equal annual installments beginning in 2022 and 2023, respectively.