ENSG CEO reports gift and 10b5-1 sales after option exercises

Rhea-AI Filing Summary

Ensign Group (ENSG) reported insider transactions by CEO and director Barry R. Port. On 11/11/2025, a trust for the reporting person disposed of 4,820 shares as a gift. On 11/12/2025, he exercised options for 28,315 shares (at $15.80 and $45.34) and sold the same 28,315 shares in multiple trades under a Rule 10b5‑1 plan adopted August 12, 2025. Sale prices ranged from $179.4445 to $182.9538 based on weighted averages.

Following the sales, direct holdings were 56,481 shares. Indirect holdings by trust were 150,480 shares following the gift.

Insider Trade Summary

Net Seller: 28,315 shares ($5,116,700)

Net Sell 10 txns

Insider Port Barry

Role Chief Executive Officer

Sold 28,315 shs ($5.12M)

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	9,438	$0.00	--
Exercise	Employee Stock Option (right to buy)	18,877	$0.00	--
Exercise	Common Stock	9,438	$15.80	$149K
Exercise	Common Stock	18,877	$45.34	$856K
Sale	Common Stock	1,986	$179.4445	$356K
Sale	Common Stock	11,911	$180.0965	$2.15M
Sale	Common Stock	9,918	$181.0189	$1.80M
Sale	Common Stock	4,100	$182.1138	$747K
Sale	Common Stock	400	$182.9538	$73K
Gift	Common Stock	4,820	$0.00	--

Holdings After Transaction: Employee Stock Option (right to buy) — 0 shares (Direct); Common Stock — 65,919 shares (Direct); Common Stock — 150,480 shares (Indirect, by Trust)

Footnotes (1)

1. Shares held of record by Barry R. Port and Michelle Port, spouse of the Reporting Person, Trustees. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on August 12, 2025. This transaction was executed in multiple trades at prices ranging from $178.56 to $179.55. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. This transaction was executed in multiple trades at prices ranging from $179.56 to $180.545. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. This transaction was executed in multiple trades at prices ranging from $180.56 to $181.52. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. This transaction was executed in multiple trades at prices ranging from $181.57 to$182.56. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. This transaction was executed in multiple trades at prices ranging from $182.57 to$183.20. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. These shares were granted May 25, 2017 and vested over 5 equal installments. These shares were granted May 30, 2019 and vested over 5 equal installments.

Form 4 Insider Transactions: What Each Field Means →

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).

X

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^*

Port Barry

(Last) (First) (Middle)

29222 RANCHO VIEJO ROAD

SUITE 127

(Street)

SAN JUAN CAPISTRANO CA 92675

(City) (State) (Zip)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/11/2025		G		4,820	D	$0	150,480	I	by Trust(1)
Common Stock	11/12/2025		M(2)		9,438	A	$15.8	65,919	D
Common Stock	11/12/2025		M(2)		18,877	A	$45.34	84,796	D
Common Stock	11/12/2025		S(2)		1,986	D	$179.4445(3)	82,810	D
Common Stock	11/12/2025		S(2)		11,911	D	$180.0965(4)	70,899	D
Common Stock	11/12/2025		S(2)		9,918	D	$181.0189(5)	60,981	D
Common Stock	11/12/2025		S(2)		4,100	D	$182.1138(6)	56,881	D
Common Stock	11/12/2025		S(2)		400	D	$182.9538(7)	56,481	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$15.8	11/12/2025		M(2)			9,438	05/25/2018(8)	05/25/2027	Common Stock	9,438	$0	0	D
Employee Stock Option (right to buy)	$45.34	11/12/2025		M(2)			18,877	05/30/2020(9)	05/30/2029	Common Stock	18,877	$0	0	D

Explanation of Responses:

1. Shares held of record by Barry R. Port and Michelle Port, spouse of the Reporting Person, Trustees.

2. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on August 12, 2025.

3. This transaction was executed in multiple trades at prices ranging from $178.56 to $179.55. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. This transaction was executed in multiple trades at prices ranging from $179.56 to $180.545. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

5. This transaction was executed in multiple trades at prices ranging from $180.56 to $181.52. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

6. This transaction was executed in multiple trades at prices ranging from $181.57 to$182.56. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

7. This transaction was executed in multiple trades at prices ranging from $182.57 to$183.20. The price above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

8. These shares were granted May 25, 2017 and vested over 5 equal installments.

9. These shares were granted May 30, 2019 and vested over 5 equal installments.

Remarks:

	/s/ Chad A. Keetch, as power of attorney	11/13/2025
	** 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.

FAQ

What insider transactions did ENSG’s CEO report?

Barry R. Port reported a gift of 4,820 shares on 11/11/2025, option exercises for 28,315 shares on 11/12/2025, and sales of 28,315 shares the same day.

Were the ENSG share sales under a 10b5-1 plan?

Yes. The filing states trades were effected under a Rule 10b5‑1 plan adopted on August 12, 2025.

What prices did the ENSG shares sell for?

Weighted average sale prices ranged from $179.4445 to $182.9538 across multiple trades.

How many ENSG options did the CEO exercise and at what strike prices?

He exercised 9,438 options at $15.80 and 18,877 options at $45.34 on 11/12/2025.

What are the CEO’s ENSG holdings after the transactions?

Direct holdings were 56,481 shares. Indirect holdings by trust were 150,480 shares following the gift.

Which issuer is involved and what is the ticker?

The issuer is Ensign Group, Inc. with ticker ENSG.