Essent (ESNT) Officer Reports 393 Dividend Equivalent Units, Ownership 2,864 Shares

Rhea-AI Filing Summary

Essent Group Ltd. (ESNT) Form 4 summary: Mary Lourdes Gibbons, SVP and Chief Legal Officer, reported an acquisition on 09/10/2025 of 393 dividend equivalent units tied to unvested restricted stock awards/units. Each dividend equivalent unit is the economic equivalent of one common share. Following the reported transaction, Ms. Gibbons beneficially owns 2,864 common shares directly. The filing explains these dividend equivalent rights accrue on unvested awards and vest proportionately with those awards. The form was signed by an attorney-in-fact on 09/12/2025.

Positive

• Reported acquisition of 393 dividend equivalent units increases insider ownership and alignment with shareholders
• Clear disclosure that dividend equivalent units vest proportionately with unvested restricted awards

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider acquisition from dividend equivalents on unvested awards; increases insider alignment with shareholders.

The filing documents a non-derivative acquisition of 393 dividend equivalent units by the company’s SVP and Chief Legal Officer, increasing direct beneficial ownership to 2,864 common shares. These units represent the economic equivalent of common shares tied to unvested restricted awards and vest proportionately, indicating this is compensation-related rather than an open-market purchase. From a governance perspective, the transaction reinforces executive ownership without signaling material change to capital structure or control.

Securities Analyst

TL;DR: Small, routine insider vesting/accrual event; immaterial to valuation or market capitalization.

The report shows an accrual-based acquisition (dividend equivalent units) rather than a cash purchase or option exercise. The addition of 393 units and a total of 2,864 shares beneficially owned by the reporting officer is modest relative to typical outstanding share counts and does not constitute a material transaction. It is compliance-driven disclosure of compensation vesting and does not provide new financial metrics or guidance.

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
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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^*

Gibbons Mary Lourdes

(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 Chief Legal Officer

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		393		(1)	(1)	Common shares, par value $0.015	2,864	$0	2,864	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 ESNT insider Mary Lourdes Gibbons report on Form 4?

She reported acquiring 393 dividend equivalent units tied to unvested restricted stock awards/units on 09/10/2025, increasing her direct beneficial ownership to 2,864 common shares.

Are the reported units actual shares or derivative instruments?

The filing states these are dividend equivalent units that are the economic equivalent of one common share each and accrue on unvested restricted awards.

Did the transaction involve an open-market purchase or sale?

No. The filing indicates the units were accrued on unvested awards and vested proportionately; it does not report an open-market trade.

When was the Form 4 signed and filed?

The signature by an attorney-in-fact is dated 09/12/2025 and the transaction date reported is 09/10/2025.

How does the filing describe the vesting of the dividend equivalents?

It explains 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."