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Essent Group (ESNT) CEO Casale reports major stock and RSU grants

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Essent Group Ltd. Chairman, CEO and President Mark Casale reported multiple equity award transactions. On February 11, 2026, he acquired 137,384 common shares and 22,898 restricted share units at $65.51 per share as grants under the 2013 Long-Term Incentive Plan. These awards are subject to performance- and time-based vesting through March 1, 2029.

On the same date, Casale disposed of 7,239 common shares and 455 dividend equivalent units to the issuer at a price of $0 per unit. After these transactions, he directly owned 2,320,839 common shares and 24,827 derivative units, plus 250,000 common shares held indirectly through the Mark A Casale Trust.

Positive

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Negative

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Insider CASALE MARK
Role Chairman, CEO and President
Type Security Shares Price Value
Grant/Award Restricted share units 22,898 $65.51 $1.50M
Disposition Dividend equivalent units 455 $0.00 --
Grant/Award Common shares, par value $0.015 137,384 $65.51 $9.00M
Disposition Common shares, par value $0.015 7,239 $0.00 --
holding Common shares, par value $0.015 -- -- --
Holdings After Transaction: Restricted share units — 22,898 shares (Direct); Dividend equivalent units — 24,827 shares (Direct); Common shares, par value $0.015 — 2,328,078 shares (Direct); Common shares, par value $0.015 — 250,000 shares (Indirect, By Mark A Casale Trust)
Footnotes (1)
  1. Represents restricted shares granted 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, 2026 and vesting on March 1, 2029. Restricted share units convert into common shares on a one-for-one basis. Represents restricted shares granted under the issuer's 2013 Long-Term Incentive Plan subject to time-based vesting in equal installments on each of March 1, 2027, 2028 and 2029. 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.
Form 4 Insider Transactions: What Each Field Means →
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)
02/11/2026
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 02/11/2026 A 137,384(1) A $65.51 2,328,078 D
Common shares, par value $0.015 02/11/2026 D 7,239 D $0 2,320,839 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
Restricted share units (2) 02/11/2026 A 22,898(3) (2) (2) Common shares, par value $0.015 22,898(2) $65.51 22,898(2) D
Dividend equivalent units (4) 02/11/2026 D 455 (4) (4) Common shares, par value $0.015 455 $0 24,827 D
Explanation of Responses:
1. Represents restricted shares granted 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, 2026 and vesting on March 1, 2029.
2. Restricted share units convert into common shares on a one-for-one basis.
3. Represents restricted shares granted under the issuer's 2013 Long-Term Incentive Plan subject to time-based vesting in equal installments on each of March 1, 2027, 2028 and 2029.
4. 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 02/13/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ESNT CEO Mark Casale report on February 11, 2026?

On February 11, 2026, Mark Casale reported equity award activity, acquiring 137,384 Essent Group common shares and 22,898 restricted share units at $65.51 per share, and disposing of 7,239 common shares and 455 dividend equivalent units back to the issuer at $0 per unit.

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

After the reported transactions, Mark Casale directly owns 2,320,839 Essent Group common shares and 24,827 derivative units, and indirectly holds an additional 250,000 common shares through the Mark A Casale Trust, reflecting his combined direct and indirect equity stake in the company.

What equity awards did Essent Group (ESNT) grant to Mark Casale?

Essent Group granted Mark Casale 137,384 restricted common shares and 22,898 restricted share units at $65.51 per share. These awards were issued under the 2013 Long-Term Incentive Plan and are subject to performance and time-based vesting conditions over multi-year periods beginning in 2026.

What are the vesting terms for Mark Casale’s new Essent Group equity awards?

One award depends on compounded annual book value per share growth and relative total shareholder return over a three-year period starting January 1, 2026, vesting March 1, 2029. Another award vests in equal installments on March 1, 2027, 2028 and 2029, subject to time-based service conditions.

How do Essent Group (ESNT) restricted share units held by Mark Casale settle?

The restricted share units convert into Essent Group common shares on a one-for-one basis. This means each vested unit will be settled in one common share, aligning Casale’s long-term incentives directly with the company’s equity performance over the vesting period.

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

Dividend equivalent units accrue on unvested restricted stock or restricted stock unit awards and vest proportionately with those awards. Each dividend equivalent unit is the economic equivalent of one Essent Group common share, providing dividend-like value until the underlying equity award vests or is settled.