[Form 4] Enstar Group Insider Trading Activity

Rhea-AI Filing Summary

Form 4 highlights for Enstar Group Limited (ESGR)

Chief Accounting Officer Girish Ramanathan has reported the disposition of 1,861 ordinary shares on 2 July 2025 at a cash value of $338 per share. The transaction coincides with the closing of the previously announced merger whereby Sixth Street Partners, LLC indirectly acquired Enstar Group pursuant to the Agreement and Plan of Merger dated 29 July 2024.

Per the merger terms, every outstanding Enstar ordinary share was cancelled and converted into the right to receive the same $338 cash consideration (before taxes). As a result, the reporting person’s direct equity stake in Enstar fell to zero shares.

The filing also details the treatment of equity awards:

• 753 Restricted Share Units (RSUs) held by the insider fully vested, were cancelled, and converted into the cash merger consideration.
• 520 unvested RSUs granted 20 Mar 2025 were converted into a cash-settled award that will vest in three equal annual tranches beginning 20 Mar 2026.

No derivative securities remain outstanding for the insider, and the form is filed as an individual filing (Box 6 checked).

The disclosure confirms final consummation of the merger and provides transparency on insider equity conversion, signaling that ordinary shares are no longer outstanding and investors will receive cash proceeds of $338 per share.

Positive

• Merger consummation delivers $338 cash per share, providing immediate liquidity to all shareholders.
• Full vesting and cash conversion of 753 RSUs removes potential equity dilution and aligns insider compensation with merger economics.

Negative

• Insider ownership reduced to zero, indicating ordinary shares have been cancelled and will cease trading, ending public equity participation.

Insights

M&A Specialist

TL;DR: Merger closed; insider shares cancelled for $338, confirming cash-out for all ESGR holders.

The Form 4 evidences completion of Sixth Street’s acquisition of Enstar. Cancellation of 1,861 insider shares and immediate cash settlement removes residual equity risk and converts holdings into liquidity at an agreed premium price. Vesting and cash conversion of RSUs eliminate dilution overhang and align insider compensation with the merger terms. Because the deal closing was pre-announced, market impact is modest, yet the filing is a definitive proof-of-close, critical for arbitrageurs waiting on final consideration.

Securities Analyst

TL;DR: Routine Section 16 filing documents insider disposition; limited forward-looking impact.

From a trading perspective, the disclosure is largely procedural. The cash consideration and share cancellation were already embedded in market pricing when the merger agreement became definitive in 2024. The insider’s post-transaction holding is zero, and no options or derivatives remain. Remaining unvested RSUs convert into cash but vest over three years—information of interest mainly for compensation accounting, not valuation. Overall, the document confirms that equity in Enstar has transitioned to a non-public structure under Sixth Street.

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^*

Ramanathan Girish

(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 Accounting 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		1,861(2)	D	$338	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, 753 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. 520 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.

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

When did the Sixth Street–Enstar merger close?

2 July 2025, as stated in the Form 4 explanation of responses.

What cash amount do Enstar (ESGR) shareholders receive per share?

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

How many Enstar shares did Chief Accounting Officer Girish Ramanathan dispose of?

He disposed of 1,861 ordinary shares in connection with the merger closing.

What happened to the insider’s Restricted Share Units (RSUs)?

753 RSUs vested and were paid in cash; 520 unvested RSUs were converted to cash awards vesting annually from 20 Mar 2026.

Does the insider still hold any Enstar equity?

No. Following the merger and share cancellation, the reporting person reports zero ordinary shares owned.