[POS AM] Enstar Group SEC Filing

Rhea-AI Filing Summary

GBank Financial Holdings Inc. (GBFH) has released its 2025 Definitive Proxy Statement in advance of the virtual Annual Meeting scheduled for 2:00 p.m. PT on Friday, 1 August 2025. Only holders of the 14,042,011 outstanding shares of common stock as of the 13 June 2025 record date are entitled to vote.

Key voting items

• Proposal 1 – Election of three Class III directors (Kathryn S. Lever, Todd A. Nigro, Alan C. Sklar) to serve until the 2028 AGM. Directors are elected by plurality; cumulative voting is not permitted.
• Proposal 2 – Ratification of RSM US LLP as independent registered public accounting firm for fiscal year ending 31 Dec 2025. Requires majority of votes cast.

The Board unanimously recommends shareholders vote FOR all proposals. Proxies are solicited by the Board and may be voted via mail, internet, telephone, or at the meeting platform (Zoom ID 856 1782 9948; password 066066).

Corporate governance highlights

• Board size fixed at ten; currently 60 % (6/10) independent under Nasdaq rules.
• Separate Chair (Edward M. Nigro) and CEO (T. Ryan Sullivan) roles; majority-independent Audit, Compensation, and Nominating & Governance Committees.
• Audit Committee chaired by Kathryn S. Lever; Lever and Charles W. Griege, Jr. are designated “audit committee financial experts.”
• Average 2024 Board attendance exceeded 75 % except for Ms. Lever.
• Virtual-only meeting structure is allowed under Nevada law, expected to reduce cost and expand access.

Executive compensation (FY 2024)

• Executive Chairman Edward M. Nigro: total comp $829k (base $250k; bonus $194k; stock $366k; other $20k).
• CEO T. Ryan Sullivan: total comp $1.0 m (base $400k; bonus $194k; stock $366k; other $43k).
• EVP & Chief SBA Officer Nancy M. DeCou: total comp $4.37 m, driven by $4.00 m in SBA-related commissions.

The company qualifies as an “emerging growth company” and therefore provides scaled disclosure; no Say-on-Pay vote is required this year.

Notable operational context from biographies

• GBFH shares began trading on Nasdaq in 2025; the bank has appeared on OTCQX “Best 50” for three consecutive years and S&P’s Top-100 community bank list (2016-2022).
• The bank continues to expand its Gaming FinTech initiatives, including launch of a Visa credit card tailored to the gaming sector (2022).

Shareholders can access full proxy materials, the 2024 Annual Report and voting instructions at www.gbankfinancialholdings.com/annual-meeting.

Insights

Corporate Governance Expert

TL;DR – Routine ballot, majority-independent board, but family ties and meeting attendance gap temper governance strength.

The proxy outlines a fairly standard two-item agenda: staggered board elections and auditor ratification. Six of ten directors meet Nasdaq independence standards, committees are properly constituted, and audit-committee financial-expert requirements are satisfied. Separation of Chair and CEO roles is positive, yet concentration of influence within the Nigro family (Executive Chair Edward and Vice-Chair/Secretary Todd) and the re-nomination of Todd as a Class III director weaken perceived independence. Kathryn Lever’s sub-75 % attendance and her simultaneous roles on multiple audit-critical committees may draw ISS attention. Overall governance posture is adequate for a community-bank peer set, but investors focused on best-practice independence may withhold on Proposal 1 for leverage.

Portfolio Manager

TL;DR – No market-moving items; proxy confirms continuity and stable oversight.

From an investment perspective, the filing contains no new financial outlook, capital actions, or strategic transactions. Auditor ratification is typically non-controversial, and director elections maintain a steady board composition. Compensation appears in line with peers except for the outsized SBA-commission component for EVP DeCou, which is tied to robust SBA originations—important given community-bank revenue drivers. Nasdaq uplisting and FinTech initiatives are reiterated in biographies but were previously disclosed. Shareholder dilution is not at issue; no new equity plans are proposed. I classify the proxy as non-impactful to near-term valuation.

As filed with the Securities and Exchange Commission on July 2, 2025

Registration Statement No. 333-143064

Registration Statement No. 333-151461

Registration Statement No. 333-195562

Registration Statement No. 333-215144

Registration Statement No. 333-220889

Registration Statement No. 333-270204

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO:

FORM S-3 REGISTRATION STATEMENT NO. 333-143064

FORM S-3 REGISTRATION STATEMENT NO. 333-151461

FORM S-3 REGISTRATION STATEMENT NO. 333-195562

FORM S-3 REGISTRATION STATEMENT NO. 333-215144

FORM S-3 REGISTRATION STATEMENT NO. 333-220889

FORM S-3 REGISTRATION STATEMENT NO. 333-270204

UNDER

THE SECURITIES ACT OF 1933

ENSTAR GLOBAL LIMITED

(Exact name of registrant as specified in its charter)

Bermuda

(State or other jurisdiction of incorporation or organization)

N/A

(I.R.S. Employer Identification Number)

A.S. Cooper Building, 4th Floor, 26 Reid Street, Hamilton HM 11, Bermuda, (441) 292-3645

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

ENSTAR FINANCE LLC

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

84-4965738

(I.R.S. Employer Identification Number)

Enstar (US), Inc., 55 West 46th Street, Suite 2805, New York, NY 10036, (212) 790-9700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Enstar (US) Inc.

55 West 46th Street, Suite 2805

New York, NY 10036

(212) 790-9700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

ENSTAR GROUP LIMITED
Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨		Smaller reporting company		¨
				Emerging growth company		¨
ENSTAR FINANCE LLC
Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x		Smaller reporting company		¨
				Emerging growth company		¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.						¨

* On July 2, 2025, pursuant to the Agreement and Plan of Merger dated as of July 29, 2024, by and among Enstar Group Limited, an exempted company limited by shares existing under the laws of Bermuda (“Enstar” or the “Registrant”), Elk Bidco Limited, an exempted company limited by shares existing under the laws of Bermuda (“Parent”), Elk Merger Sub Limited, an exempted company limited by shares existing under the laws of Bermuda and a directly wholly owned subsidiary of Parent, Deer Ltd., an exempted company limited by shares existing under the laws of Bermuda and a direct wholly owned subsidiary of the Company, and Deer Merger Sub Ltd., an exempted company limited by shares existing under the laws of Bermuda and a direct wholly owned subsidiary of Deer Ltd., the parties effected a series of mergers (collectively, the “Mergers”), with Enstar surviving the Mergers as a wholly owned subsidiary of Parent.

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment, filed by the Registrant, relates to the following Registration Statements (each, a “Registration Statement”) on Form S-3, previously filed with the Securities and Exchange Commission (the “SEC”) by the Registrant:

· Registration No. 333-270204, filed with the SEC on March 2, 2023, providing for the offer and sale of, from time to time, in one or more offerings and series, together or separately: (A) by Enstar of (i) ordinary shares; (ii) preference shares; (iii) depositary shares representing ordinary shares or preference shares; (iv) senior, subordinated or junior subordinated debt securities; (v) purchase contracts and units; (vi) warrants to purchase ordinary shares, preference shares or debt securities; and (vii) units, which may consist of any combination of the securities listed above and (B) by Enstar Finance LLC of senior, subordinated or junior subordinated debt securities.

· Registration No. 333-220889, filed with the SEC on October 10, 2017, providing for the offer and sale of, from time to time, in one or more offerings and series, together or separately, by the selling shareholders of (i) 8,205,979 of ordinary shares (including up to 2,599,672 ordinary shares issuable upon conversion of Series C non-voting ordinary shares, up to 404,771 ordinary shares issuable upon conversion of Series E non-voting ordinary shares, and up to 175,901 ordinary shares issuable upon conversion of Series C non-voting ordinary shares following the exercise of outstanding warrants), (ii) 2,775,573 Series C non-voting ordinary shares (including up to 175,901 Series C non-voting ordinary shares issuable upon exercise of outstanding warrants), and (iii) 404,771 Series E non-voting ordinary shares, as amended by (A) Amendment No. 1 to Form S-3, filed with the Commission on November 13, 2017, providing for the offer and sale of, from time to time, in one or more offerings and series, together or separately, by the selling shareholders of (i) 8,095,630 of ordinary shares (including up to 2,599,672 ordinary shares issuable upon conversion of Series C non-voting ordinary shares, up to 404,771 ordinary shares issuable upon conversion of Series E non-voting ordinary shares, and up to 175,901 ordinary shares issuable upon conversion of Series C non-voting ordinary shares following the exercise of outstanding warrants), (ii) 2,775,573 Series C non-voting ordinary shares (including up to 175,901 Series C non-voting ordinary shares issuable upon exercise of outstanding warrants), and (iii) 404,771 Series E non-voting ordinary shares, (B) Amendment No. 2 to Form S-3, filed with the Commission on January 5, 2018, providing for the offer and sale of, from time to time, in one or more offerings and series, together or separately, by the selling shareholders of (i) 8,095,630 of ordinary shares (including up to 2,599,672 ordinary shares issuable upon conversion of Series C non-voting ordinary shares, up to 404,771 ordinary shares issuable upon conversion of Series E non-voting ordinary shares, and up to 175,901 ordinary shares issuable upon conversion of Series C non-voting ordinary shares following the exercise of outstanding warrants), (ii) 2,775,573 Series C non-voting ordinary shares (including up to 175,901 Series C non-voting ordinary shares issuable upon exercise of outstanding warrants), and (iii) 404,771 Series E non-voting ordinary shares, (C) Amendment No. 3 to Form S-3, filed with the Commission on July 20, 2018, providing for the offer and sale of, from time to time, in one or more offerings and series, together or separately, by the selling shareholders of (i) 10,091,208 of ordinary shares (including up to 2,599,672 ordinary shares issuable upon conversion of Series C non-voting ordinary shares, up to 910,010 ordinary shares issuable upon conversion of Series E non-voting ordinary shares, and up to 175,901 ordinary shares issuable upon conversion of Series C non-voting ordinary shares following the exercise of outstanding warrants), (ii) 2,775,573 Series C non-voting ordinary shares (including up to 175,901 Series C non-voting ordinary shares issuable upon exercise of outstanding warrants), and (iii) 910,010 Series E non-voting ordinary shares and (D) Amendment No. 4 to Form S-3, filed with the Commission on December 4, 2018, providing for the offer and sale of, from time to time, in one or more offerings and series, together or separately, by the selling shareholders of (i) 9,761,272 of ordinary shares (including up to 2,599,672 ordinary shares issuable upon conversion of Series C non-voting ordinary shares, up to 910,010 ordinary shares issuable upon conversion of Series E non-voting ordinary shares, and up to 175,901 ordinary shares issuable upon conversion of Series C non-voting ordinary shares following the exercise of outstanding warrants), (ii) 2,775,573 Series C non-voting ordinary shares (including up to 175,901 Series C non-voting ordinary shares issuable upon exercise of outstanding warrants), and (iii) 910,010 Series E non-voting ordinary shares.

· Registration No. 333-215144, filed with the SEC on December 16, 2016, providing for the offer and sale of, from time to time, in one or more offerings and series, together or separately, by the selling shareholders to resell up to an aggregate of (i) 514,527 of ordinary shares (including up to 192,485 shares issuable upon the conversion of Series C non-voting ordinary shares ), and (ii) 192,485 Series C non-voting ordinary shares.

· Registration No. 333-195562, filed with the SEC on April 29, 2014, providing for the offer and sale of, from time to time, in one or more offerings and series, together or separately, by selling shareholders of up to 2,612,341 of ordinary shares (including the ordinary shares into which Enstar’s non-voting preferred shares or non-voting common shares may convert).

· Registration No. 333-151461, filed with the SEC on June 5, 2008, providing for the offer and sale of, from time to time, in one or more offerings and series, together or separately, by selling shareholders of 669,917 ordinary shares, as amended by Amendment No. 1 to Form S-3, filed with the Commission on June 13, 2008, providing for the offer and sale of, from time to time, in one or more offerings and series, together or separately, by selling shareholders of 725,537 ordinary shares.

· Registration No. 333-143064, filed with the SEC on May 17, 2007, providing for the offer and sale of, from time to time, in one or more offerings and series, together or separately, by selling shareholders of up to 750,000 ordinary shares.

As a result of the Mergers, the Registrant has terminated all offerings of its securities pursuant to existing registration statements, including the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Registrant hereby removes from registration all of the securities registered under the Registration Statements which remain unsold as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Hamilton, Bermuda on July 2, 2025.

	ENSTAR GROUP LIMITED
	By:	/s/ Audrey B. Taranto
	Name:	Audrey B. Taranto
	Title:	General Counsel

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Hamilton, Bermuda on July 2, 2025. 

	ENSTAR FINANCE LLC
	By:	/s/ Jennifer Miu
	Name:	Jennifer Miu
	Title:	Chief Financial Officer

Note: No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933.

FAQ

When and how can GBFH shareholders attend the 2025 virtual annual meeting?

The meeting is at 2:00 p.m. PT on 1 Aug 2025 via Zoom (ID 856 1782 9948, password 066066); log in 15 minutes early.

What items are up for vote at GBank Financial Holdings' 2025 AGM?

Shareholders will vote to elect three Class III directors and to ratify RSM US LLP as 2025 independent auditor.

How many shares are entitled to vote at the GBFH 2025 AGM?

14,042,011 shares of common stock outstanding as of the 13 June 2025 record date are eligible.

Is the GBFH board considered independent under Nasdaq rules?

Yes, 6 of 10 directors are independent; Audit, Compensation, and Nominating committees are fully independent.

What was CEO T. Ryan Sullivan's total compensation for 2024?

Mr. Sullivan received $1.0 million, including $400k salary, $194k bonus, $366k stock awards, and $43k other compensation.

Who are the nominees for Class III director seats in 2025?

The board has nominated Kathryn S. Lever, Todd A. Nigro, and Alan C. Sklar.