Ensign Group insider sells 2,399 shares under 10b5-1 plan

Rhea-AI Filing Summary

The Ensign Group, Inc. insider disclosed an option exercise and immediate sale by CEO and director Barry Port. The reporting person exercised 2,399 employee stock options with a $15.93 exercise price and sold 2,399 shares at $160 per share on 08/08/2025 under a Rule 10b5-1 trading plan adopted May 6, 2024.

The report shows the reporting persons direct beneficial ownership after the transactions as 57,030 shares and indirect beneficial ownership of 155,300 shares held of record by trusts for Barry R. Port and spouse Michelle Port. The underlying options were granted August 31, 2016 and vested over five equal annual installments.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating pre-arranged, compliant selling activity (adopted May 6, 2024).
• Full disclosure of option grant and vesting (granted August 31, 2016; vested over five equal annual installments) and post-transaction holdings.

Negative

• Director/CEO reduced direct holdings by 2,399 shares through sale, which may be noted by investors.
• Sale of exercised shares by an insider could be perceived negatively by some market participants despite being under a 10b5-1 plan.

Insights

Securities Analyst

TL;DR: CEO exercised vested options and sold the resulting shares under a pre-established 10b5-1 plan; disclosure is routine and non-surprising.

The filing documents an exercise of 2,399 options at a $15.93 strike and an immediate sale of the same number of shares at $160 under a Rule 10b5-1 plan. From a market-impact perspective, this is a standard executive liquidity event executed under an affirmative defense trading plan, which reduces signaling risk compared with ad hoc sales. The filing also clarifies total reported holdings: 57,030 direct shares and 155,300 indirect shares via trusts.

Corporate Governance Expert

TL;DR: Transaction shows governance-compliant insider trading using a pre-established plan and full public disclosure.

The report highlights adherence to compliance controls: the transactions were effected pursuant to a Rule 10b5-1 plan adopted May 6, 2024 and the filing discloses the option grant date (August 31, 2016) and vesting schedule. That transparency supports good governance practices. The sale reduced direct holdings by 2,399 shares, while indirect trust holdings remain disclosed, which helps investors assess potential ongoing insider alignment.

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)
08/08/2025

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	08/08/2025		M(1)		2,399	A	$15.93	59,429	D
Common Stock	08/08/2025		S(1)		2,399	D	$160	57,030	D
Common Stock								155,300	I	by Trust(2)

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)	$15.93	08/08/2025		M(1)			2,399	08/31/2017(3)	08/31/2026	Common Stock	2,399	$0	0	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on May 6, 2024.

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

3. These shares were granted August 31, 2016 and vested over 5 equal annual installments.

Remarks:

	/s/ Chad A. Keetch, as power of attorney	08/12/2025
	** 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 did Barry Port report on the ENSG Form 4?

The report shows Barry Port exercised 2,399 employee stock options at a $15.93 exercise price and sold 2,399 shares at $160 per share on 08/08/2025.

Were the transactions covered by a 10b5-1 plan for ENSG insider trading?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on May 6, 2024.

How many ENSG shares does the reporting person beneficially own after the transactions?

Following the transactions the reporting person has 57,030 shares of direct beneficial ownership and 155,300 shares indirectly held of record by trusts.

What were the original option grant and vesting terms disclosed in the ENSG filing?

The underlying options were granted on August 31, 2016 and vested over five equal annual installments.

Who filed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Chad A. Keetch as power of attorney on behalf of the reporting person.