[Form 4] Enstar Group Insider Trading Activity

Rhea-AI Filing Summary

Form 4/A overview: Dave & Buster’s Entertainment, Inc. (ticker PLAY) filed an amended Form 4 covering Chief Financial Officer Darin Harper’s equity transactions.

• Administrative correction: The filing replaces an earlier Form 4 to fix an incorrect share price in Table I and to add missing data in Table II.
• Tax-withholding share deductions (Code F): On 24 Jun 2025 the issuer withheld 1,144 shares (1,010 + 134) at $31.86 each to cover taxes upon vesting of two previously granted RSU tranches (4,147 and 547 RSUs, respectively). No open-market sale occurred.
• New equity awards (Code A):
• 3,014 new RSUs granted on 27 Jun 2025; vest in three equal annual installments beginning 24 Apr 2026.
• 9,085 stock options (strike $33.02, exp. 20 Dec 2034) became effective 18 Jun 2025 after shareholder approval of the 2025 Omnibus Incentive Plan; options vest in three equal tranches starting 20 Dec 2025.
• 3,014 stock options (strike $30.45, exp. 27 Jun 2035) granted 27 Jun 2025; vest annually from 24 Apr 2026.
• Post-transaction holdings: Harper now directly owns 54,943 common shares and holds derivative rights on 12,099 options.

Investor takeaway: All activity relates to routine executive compensation and tax withholding; there are no open-market purchases or sales. The filing is therefore generally viewed as neutral from a market-impact standpoint.

Insights

Securities Analyst

TL;DR: Routine equity awards; no buying or selling—minimal market impact.

The CFO’s transactions are entirely compensation-related. The 1,144 shares deducted were withheld for taxes, not sold in the market, so there is no bearish signal. New RSUs and 12,099 stock options align the executive’s incentives with shareholder value over the next 3–10 years but do not immediately alter supply-demand dynamics. Given the absence of open-market activity and the modest scale (total direct holdings ≈55k shares, <0.1% of outstanding), I classify the filing as neutral for valuation or sentiment purposes.

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
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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^*

Carey James D

(Last) (First) (Middle)

C/O STONE POINT CAPITAL LLC

20 HORSENECK LANE

(Street)

GREENWICH CT 06830-6327

(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

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	(1)	07/02/2025		D			10,113.124	(1)	(1)	Ordinary Shares	10,113.124	$0	0	D(2)

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

2. These Share Units are held by Mr. Carey solely for the benefit of Stone Point Capital LLC ("Stone Point"), of which Mr. Carey is Co-Chief Executive Officer. Mr. Carey disclaims beneficial ownership of these Share Units, except to the extent of his pecuniary interest therein, if any. Stone Point may be deemed an indirect beneficial owner of these Share Units.

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.
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