[S-8 POS] Enstar Group SEC Filing

Rhea-AI Filing Summary

Form 4 filing overview: Clover Health Investments (CLOV) reported insider activity by Jamie L. Reynoso, listed as “CEO, Medicare Advantage.” On 30 June 2025 Ms. Reynoso earned 217,523 Class A shares through the final tranche of a March 16 2023 performance-based RSU award. To satisfy withholding taxes, the company automatically sold 85,596 shares at $2.79 per share. After the automatic sale, Ms. Reynoso’s direct ownership stands at 3,328,328 Class A shares, up roughly 132 k shares versus the prior balance.

• Nature of transaction: “A” code denotes acquisition from equity award; “F” code denotes shares withheld for taxes—neither represents an open-market trade.
• Cost basis: RSUs were settled at no cash cost to the insider; only the tax-withholding sale carries a market price.
• Alignment impact: The executive retains a sizable equity stake (≈3.3 million shares), reinforcing incentive alignment, but no new cash investment was made.

Overall, the filing reflects routine equity-compensation vesting and related tax withholding rather than a discretionary buy or sell decision. Market impact is expected to be neutral barring other catalysts.

Positive

• Executive ownership rises by ~132,000 shares, increasing alignment with shareholders.
• Performance-based vesting suggests the company met or exceeded predefined targets tied to the 2023 RSU grant.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine RSU vesting—neutral impact; insider’s stake increases, no open-market buying.

The 217.5 k share addition arises from a scheduled performance-based RSU vesting. The automatic 85.6 k-share sale merely covers payroll taxes. Net beneficial ownership growth of ~132 k shares (≈4 % of her prior holdings) is not large enough to signal a strong incremental vote of confidence, but it modestly enhances alignment. Because there is no discretionary purchase or sale, I view the filing as informational, not directional. Trading volume impact should be minimal.

Corporate Governance Expert

TL;DR: Performance-based vesting confirms compensation plan progression; governance concerns minimal.

The disclosure shows Clover Health’s incentive structure functioning as designed: shares vest only after performance hurdles, with automatic tax withholding to avoid insider liquidity strain. The executive’s continued sizable ownership (3.3 M shares) exceeds common ownership guidelines, fostering shareholder alignment. There are no indications of problematic timing, 10b5-1 usage, or unusual dispositions. Therefore, the governance signal is neutral-to-slightly-positive, but not materially impactful to valuation.

 

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

 

Registration Statement No. 333-141793

Registration Statement No. 333-148862

Registration Statement No. 333-148863

Registration Statement No. 333-149551

Registration Statement No. 333-212131

Registration Statement No. 333-237259

Registration Statement No. 333-265567

 

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-141793

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-148862

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-148863

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-149551

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-212131

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-237259

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-265567

 

 

UNDER

THE SECURITIES ACT OF 1933

 

  

ENSTAR GROUP LIMITED

(Exact name of registrant as specified in its charter)

 

   

Bermuda	 	N/A
(State or other jurisdiction of incorporation or organization)	 	(IRS Employer Identification No.)

 

A.S. Cooper Building, 4th Floor, 26 Reid Street

Hamilton HM 11, Bermuda

(Address of Principal Executive Offices)

 

  

Enstar Group Limited 2006 Equity Incentive Plan
(formerly the Castlewood Holdings Limited 2006 Equity Incentive Plan)

The Enstar Group, Inc. 1997 Omnibus Incentive Plan
The Enstar Group, Inc. 2001 Outside Directors Stock Option Plan

Enstar Group Limited Deferred Compensation and Ordinary Share Plan for Non-Employee Directors

Enstar Group Limited Employee Share Purchase Plan

Enstar Group Limited 2016 Equity Incentive Plan

Enstar Group Limited Amended and Restated 2016 Equity Incentive Plan

(Full title of the plans)

 

  

Enstar (US) Inc.

55 West 46th Street, Suite 2805

New York, NY 10036

(212) 790-9700

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

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Katherine M. Krause Xiaohui (Hui) Lin Louis H. Argentieri Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 Enstar Group Limited A.S. Cooper Building, 4th Floor, 26 Reid Street Hamilton HM 11, Bermuda (441) 292-3645

 

  

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

 

Large accelerated filer	x	 	Accelerated filer	¨
 	 	 		 
Non-accelerated filer	¨	 	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 the Securities Act. ¨

 

 

 

 

EXPLANATORY NOTE

 

Enstar Global Limited, an exempted company limited by shares existing under the laws of Bermuda (the “Company”, “Enstar”, or the “Registrant”), is filing with the Securities and Exchange Commission (the “Commission”) these post-effective amendments (these “Post-Effective Amendments”) to deregister any and all securities previously registered under the following Registration Statements on Form S-8 (the “Registration Statements”) that remain unsold or otherwise unissued under each such Registration Statement as of the date hereof (note that the share numbers listed below do not take into account corporate actions taken in the interim):

 

· Registration Statement No. 333-141793 filed with the Commission on April 2, 2007, registering 1,200,000 ordinary shares issuable pursuant to the Enstar Group Limited 2006 Equity Incentive Plan;

· Registration Statement No. 333-148862 filed with the Commission on January 25, 2008, registering 460,949 ordinary shares issuable pursuant to The Enstar Group, Inc. 1997 Omnibus Incentive Plan and 29,422 ordinary shares issuable pursuant to The Enstar Group, Inc. 2001 Outside Director’s Stock Option Plan;

· Registration Statement No. 333-148863 filed with the Commission on January 25, 2008, registering 97,862 ordinary shares issuable pursuant to the Enstar Group Limited Deferred Compensation Plan for Non-Employee Directors;

· Registration Statement No. 333-149551 filed with the Commission on March 5, 2008, registering 200,000 ordinary shares issuable pursuant to the Enstar Group Limited Employee Share Purchase Plan;

· Registration Statement No. 333-212131 filed with the Commission on June 20, 2016, registering 689,654 ordinary shares issuable pursuant to the Enstar Group Limited 2016 Equity Incentive Plan;

· Registration Statement No. 333-237259 filed with the Commission on March 18, 2020, registering 84,370 ordinary shares issuable pursuant to the Enstar Group Limited Amended and Restated 2016 Equity Incentive Plan;

· Registration Statement No. 333-265567 filed with the Commission on June 14, 2022, registering 400,000 ordinary shares issuable pursuant to the Enstar Group Limited Amended and Restated 2016 Equity Incentive Plan.

 

On July 2, 2025, pursuant to the Agreement and Plan of Merger dated as of July 29, 2024, by and among Enstar, 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. These Post-Effective Amendments are being filed as a result of the Mergers.

 

The Company, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all securities registered but unsold or otherwise unissued under the Registration Statements as of the date hereof. These filings are made in accordance with an undertaking made by the Company in Part II of each Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering.

 

 

 

 

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-8 and has duly caused these Post-Effective Amendments 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

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the Registration Statements.

 

 

 

FAQ

What insider transaction did Jamie L. Reynoso report for CLOV?

217,523 RSUs vested and 85,596 shares were withheld for taxes on 30 June 2025.

How many Clover Health shares does Reynoso own after the Form 4 filing?

She now directly owns 3,328,328 Class A shares.

Were any open-market purchases or sales involved?

No. The acquisition came from RSU vesting; the share sale was automatic tax withholding, not discretionary trading.

At what price were shares sold to cover taxes?

Shares were sold at $2.79 per share.

Does the filing indicate use of a Rule 10b5-1 plan?

No Rule 10b5-1 box is marked; the sale was automatic for tax withholding.