Essent CEO exercises awards, covers tax with shares

Essent Group Ltd. director and CEO Mark Casale reported equity award-related transactions.

Rhea-AI Filing Summary

Essent Group Ltd. director and CEO Mark Casale reported equity award-related transactions. He exercised 14,029 dividend equivalent units, which are tied to unvested restricted stock or restricted stock units, resulting in the acquisition of 14,029 common shares at a price of $0.00 per share.

To cover tax withholding upon vesting of restricted shares, 103,324 common shares were delivered back to the issuer at $60.84 per share, a disposition characterized as payment of tax liability rather than an open-market sale. After these transactions, he directly owned 2,231,544 common shares and indirectly held 250,000 common shares through a trust.

Insider Trade Summary

14,029 shares exercised/converted

Exercise 4 txns

Insider CASALE MARK

Role Chairman, CEO and President

Type	Security	Shares	Price	Value
Exercise	Dividend equivalent units	14,029	$0.00	$0.00
Exercise	Common shares, par value $0.015	14,029	$0.00	$0.00
Exercise Price or Tax Liability	Common shares, par value $0.015	103,324	$60.84	$6.29M
holding	Common shares, par value $0.015	--	--	--

Holdings After Transaction: Dividend equivalent units — 10,798 contracts (Direct); Common shares, par value $0.015 — 2,231,544 shares (Direct); Common shares, par value $0.015 — 250,000 shares (Indirect, By Mark A Casale Trust)

Footnotes (2)

1. F1. 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.
2. F2. Represents shares delivered to issuer to satisfy tax withholding obligations upon the vesting of restricted shares.

FAQ

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What insider transactions did Essent Group Ltd. (ESNT) report for Mark Casale?

Mark Casale reported exercising 14,029 dividend equivalent units into common shares at $0.00 per share and delivering 103,324 common shares to Essent Group Ltd. to satisfy tax withholding obligations tied to restricted share vesting.

How many Essent Group Ltd. (ESNT) shares does Mark Casale own after this Form 4?

After the reported transactions, Mark Casale directly owned 2,231,544 Essent Group Ltd. common shares and indirectly held 250,000 common shares through the Mark A Casale Trust, as disclosed in the Form 4 filing for the stated transaction date.

Were Mark Casale’s Essent Group Ltd. (ESNT) share disposals open-market sales?

No, the 103,324 Essent Group Ltd. shares were delivered to the issuer to satisfy tax withholding obligations upon restricted share vesting, as indicated by transaction code F and the related footnote, rather than being sold in an open-market transaction.

What are dividend equivalent units in the Essent Group Ltd. (ESNT) Form 4?

The filing explains dividend equivalent rights accrue on unvested restricted stock or restricted stock units and vest proportionately with those awards. Each dividend equivalent unit is economically equivalent to one Essent Group Ltd. common share, and 14,029 such units were exercised into common shares.

How were the Essent Group Ltd. (ESNT) equity award transactions priced in this Form 4?

The 14,029 dividend equivalent units were exercised into common shares at $0.00 per share. The 103,324 shares delivered to Essent Group Ltd. for tax withholding purposes were valued at $60.84 per share, as disclosed in the Form 4 transaction details.

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Accepted by SEC EDGAR 03/02/2026 - 09:58 PM Learn about SEC filing dates

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)
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		14,029	A	(1)	2,334,868	D
Common shares, par value $0.015	03/01/2026		F		103,324(2)	D	$60.84	2,231,544	D
Common shares, par value $0.015								250,000	I	By Mark A Casale Trust

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)	03/01/2026		M			14,029	(1)	(1)	Common shares, par value $0.015	14,029	$0	10,798	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.

2. Represents shares delivered to issuer to satisfy tax withholding obligations upon the vesting of restricted shares.

Remarks:

	/s/ David B. Weinstock, as attorney-in-fact	03/02/2026
	** 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.