Essent Group (ESNT) CLO reports RSU vesting and 14,132-share tax delivery

Rhea-AI Filing Summary

Essent Group Ltd. senior vice president and chief legal officer Mary Lourdes Gibbons reported multiple equity transactions tied to prior equity awards. On March 1, 2026, she acquired 3,093 and 2,918 common shares from vested restricted share units and 1,850 common shares from dividend equivalent units. She then disposed of 14,132 common shares at $60.84 per share to the company to satisfy tax withholding obligations, leaving her with 246,086 directly held common shares.

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^*

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)
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		3,093	A	(1)	255,450	D
Common shares, par value $0.015	03/01/2026		M		2,918	A	(1)	258,368	D
Common shares, par value $0.015	03/01/2026		M		1,850	A	(2)	260,218	D
Common shares, par value $0.015	03/01/2026		F		14,132(3)	D	$60.84	246,086	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			3,093(4)	(1)	(1)	Common shares, par value $0.015	3,093	$0	19,485(1)	D
Restricted share units	(1)	03/01/2026		M			2,918(5)	(1)	(1)	Common shares, par value $0.015	2,918	$0	16,567(1)	D
Dividend equivalent units	(2)	03/01/2026		M			1,850	(2)	(2)	Common shares, par value $0.015	1,850	$0	1,362	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. Represents shares delivered to issuer to satisfy tax withholding obligations upon the vesting of restricted shares and restricted share units.

4. On February 6, 2024, the reporting person was granted 9,282 restricted share units, vesting in equal installments on each of March 1, 2025, 2026 and 2027.

5. On February 12, 2025, the reporting person was granted 8,756 restricted share units, vesting in equal installments on each of March 1, 2025, 2026 and 2027

Remarks:

	/s/ David B. Weinstock, as attorney-in-fact	03/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Essent Group (ESNT) report for Mary Lourdes Gibbons?

Mary Lourdes Gibbons reported vesting-related equity transactions on common shares. She acquired common shares from restricted share units and dividend equivalent units, then delivered 14,132 common shares to Essent Group Ltd. to cover tax withholding obligations tied to those vestings.

How many Essent Group common shares did Mary Lourdes Gibbons acquire from equity awards?

She acquired 3,093 and 2,918 common shares from vested restricted share units and 1,850 common shares from dividend equivalent units. Each unit converts one-for-one into common shares, reflecting the vesting of previously granted equity awards in Essent Group Ltd.

Why did Mary Lourdes Gibbons dispose of Essent Group (ESNT) shares in this Form 4?

She delivered 14,132 common shares at $60.84 per share to Essent Group Ltd. to satisfy tax withholding obligations. This disposition was reported with transaction code "F," indicating payment of tax liabilities using shares rather than an open-market sale.

What is Mary Lourdes Gibbons’ Essent Group share ownership after these transactions?

Following these transactions, Mary Lourdes Gibbons directly owned 246,086 Essent Group Ltd. common shares. This balance reflects shares received from vested restricted units and dividend equivalent units, net of the shares delivered back to the company for tax withholding obligations.

How do Essent Group restricted share units and dividend equivalent units work in this filing?

Restricted share units convert into common shares on a one-for-one basis when they vest. Dividend equivalent units accrue on unvested awards and vest proportionately; each unit is economically equivalent to one Essent Group Ltd. common share according to the disclosed footnotes.

What new Essent Group (ESNT) restricted share units were granted to Mary Lourdes Gibbons?

She previously received 9,282 restricted share units on February 6, 2024, and 8,756 restricted share units on February 12, 2025. Each grant vests in equal installments on March 1 of 2025, 2026, and 2027, driving the vesting-related acquisitions reported in this Form 4.