[Form 4] Enstar Group Insider Trading Activity

Rhea-AI Filing Summary

Event: A Form 4 filed for Enstar Group Ltd. (ESGR) discloses that Chief Commercial Officer Paul Michael James Brockman disposed of all his equity holdings on 2 July 2025, the date Enstar’s cash-merger with Sixth Street Partners, LLC was consummated.

Key details from the filing

• Merger completion: Under the 29 July 2024 Agreement and Plan of Merger, each ordinary share was cancelled for a cash payment of $338 per share (the “Merger Consideration”).
• Share disposal: Brockman’s 31,709 ordinary shares were converted to cash, reducing his beneficial ownership to zero.
• Equity-based compensation: • 1,038 RSUs vested on the merger date and, together with 12,828 RSUs that vested on 1 July 2025, were cashed out at the same $338 rate. • 3,253 unvested RSUs granted on 20 Mar 2025 were converted into a cash-settled award that will vest in three equal annual tranches beginning 20 Mar 2026.
• Capacity: Filing is by a single reporting person, who serves as Chief Commercial Officer.

Implications: The Form 4 chiefly confirms closing mechanics of the previously announced go-private transaction and shows insiders no longer own Enstar equity. For public shareholders, the $338 per-share cash consideration is now fixed; ESGR stock will cease trading post-merger.

Insights

M&A Specialist

TL;DR — Merger closed; insider equity fully cashed out at $338/share.

The filing confirms the effective closing of Enstar’s sale to Sixth Street. All outstanding ordinary shares, including 31,709 held by the CCO, have converted to cash, eliminating equity float. RSU treatment follows standard practice: vested awards cashed out immediately; unvested awards roll into cash-settled equivalents with the same vesting schedule. This validates that all closing conditions were met and consideration delivered. From a transactional standpoint, risk of deal failure is now removed; remaining value-transfer relates only to deferred cash awards.

Portfolio Manager

TL;DR — Filing finalises liquidity event; ESGR shareholders receive $338 cash, position closed.

For investors, the Form 4 is largely procedural but material: it formally records that shares are extinguished and cash distributed. Assuming no leakage, the total cash received by the insider is roughly $10.73 million (31,709 × $338), excluding RSU proceeds. With trading suspension imminent, any residual position must be exited via corporate action, not the market. Impact on portfolios is positive insofar as it crystallises value and eliminates execution risk; however, ESGR is no longer an investable public security.

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^*

CAMPBELL ROBERT J

(Last) (First) (Middle)

565 FIFTH AVENUE

(Street)

NEW YORK NY 10017

(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)

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

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		42,556	D	$338	0	D
Ordinary Shares(1)	07/02/2025		D		42,500	D	$338	0	I	By self-directed pension plan
Ordinary Shares(1)	07/02/2025		D		32,300	D	$338	0	I	By spouse
Ordinary Shares(1)	07/02/2025		D		25,050	D	$338	0	I	By Osprey Partners
Ordinary Shares(1)	07/02/2025		D		12,400	D	$338	0	I	By children
Ordinary Shares(1)	07/02/2025		D		3,000	D	$338	0	I	By Robert J. Campbell Family Trust
Ordinary Shares(1)	07/02/2025		D		2,500	D	$338	0	I	By F.W. Spellissy Trust
Ordinary Shares(1)	07/02/2025		D		500	D	$338	0	I	By Amy S. Campbell Family Trust
Ordinary Shares(1)	07/02/2025		D		500	D	$338	0	I	By Fulk Trust

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
Share Unit	(2)	07/02/2025		D			27,329.504	(2)	(2)	Ordinary Shares	27,329.504	$0	0	D

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, each Share Unit was canceled and converted into the right to receive a cash payment equal to the Merger Consideration.

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.

FAQ

What transaction is reported in Enstar Group's (ESGR) latest Form 4?

The filing records disposal of 31,709 ordinary shares by the CCO when Enstar’s merger with Sixth Street closed on 2 Jul 2025.

How much cash do ESGR shareholders receive following the merger?

Each ordinary share converts into $338 in cash, before any withholding taxes.

Does the insider still hold any Enstar shares after the transaction?

No. Beneficial ownership fell to zero shares after all holdings were cancelled for cash.

What happened to the restricted share units (RSUs) held by the insider?

1,038 RSUs vested at closing (plus 12,828 vested on 1 Jul 2025) and were cashed out; 3,253 unvested RSUs became cash awards that vest annually from 20 Mar 2026.

Why was this Form 4 necessary if the company is going private?

Section 16 requires insiders to report changes in beneficial ownership up to the effective date of the merger; this Form 4 documents the final disposition.