Essent Group (ESNT) CFO exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Essent Group Ltd. senior vice president and CFO David B. Weinstock reported a series of equity transactions dated March 1, 2026. He exercised multiple grants of restricted share units and related dividend equivalent units, which convert into common shares on a one-for-one basis, increasing his directly held common shares to 42,113. A subsequent tax-withholding disposition of 6,214 common shares at $60.84 per share reduced his direct common share holdings to 35,899.

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

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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^*

WEINSTOCK DAVID B

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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
Common shares, par value $0.015	03/01/2026		M		1,040	A	(1)	26,622	D
Common shares, par value $0.015	03/01/2026		M		1,632	A	(1)	28,254	D
Common shares, par value $0.015	03/01/2026		M		9,437	A	(1)	37,691	D
Common shares, par value $0.015	03/01/2026		M		1,856	A	(1)	39,547	D
Common shares, par value $0.015	03/01/2026		M		1,751	A	(1)	41,298	D
Common shares, par value $0.015	03/01/2026		M		815	A	(2)	42,113	D
Common shares, par value $0.015	03/01/2026		F		6,214	D	$60.84	35,899	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
Restricted share units	(1)	03/01/2026		M			1,040(3)	(1)	(1)	Common shares, par value $0.015	1,040	$0	90,582	D
Restricted share units	(1)	03/01/2026		M			1,632(4)	(1)	(1)	Common shares, par value $0.015	1,632	$0	88,950	D
Restricted share units	(1)	03/01/2026		M			9,437(5)	(1)	(1)	Common shares, par value $0.015	9,437	$0	79,513	D
Restricted share units	(1)	03/01/2026		M			1,856(6)	(1)	(1)	Common shares, par value $0.015	1,856	$0	77,657	D
Restricted share units	(1)	03/01/2026		M			1,751(7)	(1)	(1)	Common shares, par value $0.015	1,751	$0	75,906	D
Dividend equivalent units	(2)	03/01/2026		M			815(2)	(2)	(2)	Common shares, par value $0.015	815	$0	2,239	D

Explanation of Responses:

1. Restricted share units convert into common shares on a one-for-one basis.

2. 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.

3. On February 7, 2023, the reporting person was granted 3,118 restricted share units, vesting in equal installments on each of March 1, 2024, 2025 and 2026.

4. On March 14, 2023, the reporting person was granted 4,890 restricted share units, vesting in equal installments on each of March 1, 2024, 2025 and 2026.

5. On March 14, 2023, the reporting person was granted restricted share units under the issuer's 2013 Long-Term Incentive Plan, with any shares becoming earned based upon the issuer's compounded annual book value per share growth percentage and relative total shareholder return during a three-year performance period commencing January 1, 2023 and vesting on March 1, 2026.

6. On February 6, 2024, the reporting person was granted 5,569 restricted share units, vesting in equal installments on each of March 1, 2025, 2026 and 2027.

7. On February 12, 2025, the reporting person was granted 5,254 restricted share units, vesting in equal installments on each of March 1, 2026, 2027 and 2028.

Remarks:

	/s/ David B. Weinstock	03/02/2026
	** 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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FAQ

What insider transactions did Essent Group (ESNT) SVP and CFO David B. Weinstock report?

David B. Weinstock reported exercising several restricted share unit and dividend equivalent unit awards into common shares on March 1, 2026. He then disposed of 6,214 common shares in a tax-withholding transaction, leaving him with 35,899 directly held common shares.

How many Essent Group common shares did David B. Weinstock dispose of for taxes?

He disposed of 6,214 Essent Group common shares in a tax-withholding transaction. The shares were valued at $60.84 each, and this disposition was reported with transaction code "F," indicating payment of tax liability by delivering securities to the issuer.

What equity awards did David B. Weinstock convert into Essent Group common shares?

He converted restricted share units and dividend equivalent units into Essent Group common shares. Footnotes state restricted share units convert one-for-one into common shares, and each dividend equivalent unit is the economic equivalent of one common share, reflecting accumulated rights on earlier equity awards.

What is David B. Weinstock’s Essent Group direct common share holding after these transactions?

Following the March 1, 2026 equity exercises and the tax-withholding disposition, David B. Weinstock directly holds 35,899 Essent Group common shares. This figure reflects his position after converting equity awards and delivering shares to cover associated tax obligations.

What vesting schedules apply to David B. Weinstock’s Essent Group restricted share units?

Footnotes describe several grants vesting in equal installments on March 1 of future years. Awards from 2023, 2024, and 2025 vest across dates including March 1, 2024, 2025, 2026, 2027, and 2028, with one performance-based award vesting on March 1, 2026.