Essent Group insider receives 2,971 dividend-equivalent units, increases stake

Rhea-AI Filing Summary

Mark Casale, who serves as Chairman, CEO and President and is a director of Essent Group Ltd. (ticker: ESNT), reported a transaction dated 09/10/2025 on a Form 4. The filing shows 2,971 dividend equivalent units were acquired; these units represent the economic equivalent of common shares and vest proportionately with the related unvested restricted stock or restricted stock unit awards. After the reported transaction, the filing lists 22,299 common shares beneficially owned by Mr. Casale, held directly. The Form 4 was submitted and signed on behalf of the reporting person by an attorney-in-fact on 09/12/2025.

Positive

• Increased insider alignment: Reporting person’s direct ownership rose to 22,299 share equivalents
• No cash outlay required: The 2,971 units were dividend equivalents accrued on unvested awards, not open-market purchases
• Clear disclosure: Transaction date (09/10/2025) and post-transaction beneficial ownership are explicitly reported

Negative

• Concentrated executive roles: Reporting person serves as Chairman, CEO, President and director, which can raise governance concerns

Insights

Corporate Governance Expert

TL;DR: Insider received dividend-equivalent units that increase direct ownership; governance concentration remains notable.

Mark Casale, holding the roles of Chairman, CEO, President and director, received 2,971 dividend equivalent units that vest with existing restricted awards and count as economic equivalents of common shares. This modest issuance increases his direct beneficial ownership to 22,299 shares. The transaction was not a market purchase but conversion of accrued dividend equivalents tied to unvested awards, which is routine compensation mechanics for executives. From a governance viewpoint, the filing reiterates concentrated executive control, but the Form 4 discloses no material cash transaction or change in control.

Securities Analyst

TL;DR: Dividend-equivalent accruals added 2,971 share equivalents; impact on share count and liquidity is minimal.

The reported acquisition consists of dividend equivalent units related to unvested restricted stock/RSU awards, each unit equating to one common share. That mechanism increases executive economic exposure to company equity without an open-market trade. The post-transaction direct beneficial ownership of 22,299 shares reflects the aggregate position disclosed on Form 4. The filing contains no information on market impact, sale activity, or changes to outstanding equity beyond this conversion of accrued rights.

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

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^*

CASALE MARK

(Last) (First) (Middle)

C/O ESSENT GROUP LTD.

CLARENDON HOUSE, 2 CHURCH STREET

(Street)

HAMILTON D0 HM11

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Essent Group Ltd. [ ESNT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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
Dividend equivalent units	(1)	09/10/2025		A		2,971		(1)	(1)	Common shares, par value $0.015	22,299	$0	22,299	D

Explanation of Responses:

1. The dividend equivalent rights accrued on unvested restricted stock award(s) and/or unvested restricted stock unit award(s) and become vested proportionately with the award(s) to which they relate. Each dividend equivalent unit is the economic equivalent of one common share of Essent Group Ltd.

Remarks:

	/s/ David B. Weinstock, as attorney-in-fact	09/12/2025
	** 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 did Mark Casale report on Form 4 for ESNT?

The Form 4 reports the acquisition of 2,971 dividend equivalent units that vest with unvested restricted stock/RSU awards, resulting in 22,299 common shares beneficially owned directly.

When was the transaction dated and filed for the ESNT Form 4?

The transaction date listed is 09/10/2025 and the Form 4 was signed/filed on 09/12/2025 by an attorney-in-fact.

What are dividend equivalent units in this filing?

The filing states each dividend equivalent unit is the economic equivalent of one common share and they vest proportionately with the related unvested restricted awards.

Did the Form 4 report a market purchase or sale for ESNT?

No. The filing shows acquisition via dividend equivalent units tied to unvested awards, not an open-market transaction.

How is ownership held according to the Form 4?

The filing indicates direct beneficial ownership of the reported 22,299 common shares.