Enstar Group Insider Trading Activity

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Al Obaidat Nazar

Role Chief Investment Officer

Type	Security	Shares	Price	Value
Disposition	Ordinary Shares	12,748	$338.00	$4.31M
Other	Ordinary Shares	2,959	$0.00	$0.00

Holdings After Transaction: Ordinary Shares — 0 shares (Direct)

Footnotes (3)

1. F1. On July 2, 2025, Enstar Group Limited (the "Issuer") consummated the previously announced transaction with Sixth Street Partners, LLC ("Sixth Street"), pursuant to the Agreement and Plan of Merger, dated as of July 29, 2024, by and among Elk Bidco Limited, Enstar Group Limited and the other parties thereto, whereby Sixth Street indirectly acquired the Issuer (the "Merger"). In connection with the Merger, each Ordinary Share of the Issuer was canceled and converted into the right to receive an amount in cash equal to $338, without interest and less any applicable withholding taxes (the "Merger Consideration").
2. F2. In connection with the Merger, 5,320 Restricted Share Units ("RSUs") were fully vested, canceled and converted into the right to receive a cash payment equal to (a) the Merger Consideration multiplied by (b) the number of such RSUs. 2,556 RSUs, granted on March 20, 2025, were converted into a cash award entitling the Reporting Person to receive an amount equal to (a) the Merger Consideration multiplied by (b) the number of such unvested RSUs, which will vest in three equal annual installments beginning on March 20, 2026.
3. F3. Represents Ordinary Shares which, pursuant to the Merger Agreement, and the Rollover and Support Agreement, dated as of July 2, 2025, by and among Elk Topco LLC ("Topco"), Mr. Alobaidat and the other parties thereto, immediately prior to the effective time of the Third Merger, were transferred, contributed and delivered to Topco (or an affiliate thereof) in exchange for participating non-voting interests of Topco (or an affiliate thereof).

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Accepted by SEC EDGAR 07/03/2025 - 04:24 PM EDT Learn about SEC filing dates

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

X

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^*

Al Obaidat Nazar

(Last) (First) (Middle)

A.S. COOPER BUILDING, 4TH FLOOR

26 REID STREET

(Street)

HAMILTON D0 HM 11

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Enstar Group LTD [ ESGR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

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
Ordinary Shares(1)	07/02/2025		D		12,748(2)	D	$338	2,959	D
Ordinary Shares	07/02/2025		J		2,959	D	(3)	0	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

Explanation of Responses:

1. On July 2, 2025, Enstar Group Limited (the "Issuer") consummated the previously announced transaction with Sixth Street Partners, LLC ("Sixth Street"), pursuant to the Agreement and Plan of Merger, dated as of July 29, 2024, by and among Elk Bidco Limited, Enstar Group Limited and the other parties thereto, whereby Sixth Street indirectly acquired the Issuer (the "Merger"). In connection with the Merger, each Ordinary Share of the Issuer was canceled and converted into the right to receive an amount in cash equal to $338, without interest and less any applicable withholding taxes (the "Merger Consideration").

2. In connection with the Merger, 5,320 Restricted Share Units ("RSUs") were fully vested, canceled and converted into the right to receive a cash payment equal to (a) the Merger Consideration multiplied by (b) the number of such RSUs. 2,556 RSUs, granted on March 20, 2025, were converted into a cash award entitling the Reporting Person to receive an amount equal to (a) the Merger Consideration multiplied by (b) the number of such unvested RSUs, which will vest in three equal annual installments beginning on March 20, 2026.

3. Represents Ordinary Shares which, pursuant to the Merger Agreement, and the Rollover and Support Agreement, dated as of July 2, 2025, by and among Elk Topco LLC ("Topco"), Mr. Alobaidat and the other parties thereto, immediately prior to the effective time of the Third Merger, were transferred, contributed and delivered to Topco (or an affiliate thereof) in exchange for participating non-voting interests of Topco (or an affiliate thereof).

Remarks:

	/s/ Audrey B. Taranto by power of attorney	07/03/2025
	** 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.