ESNT Form 4: Director Spiegel Adds 13 Dividend Equivalent Units

Rhea-AI Filing Summary

William Spiegel, a director of Essent Group Ltd. (ESNT), acquired dividend equivalent units tied to unvested restricted stock on 09/10/2025. The Form 4 shows an acquisition of 13 dividend equivalent units that are the economic equivalent of common shares and vest proportionately with the related awards. After the reported transaction Mr. Spiegel beneficially owns 27 common shares directly. The filing was signed by an attorney-in-fact on 09/12/2025. The filing discloses no cash price for the units and states each dividend equivalent unit equals one common share.

Positive

• Disclosure transparency: The Form 4 clearly reports the acquisition and post-transaction beneficial ownership.
• Alignment with compensation: Dividend equivalent units vest proportionately with restricted awards, maintaining typical director compensation structure.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider crediting of dividend equivalents on unvested awards; non-cash, administrative vesting event.

The Form 4 documents a non-cash acquisition of 13 dividend equivalent units that vest with restricted awards, increasing direct beneficial ownership to 27 shares. This is a standard reporting of equity compensation mechanics for a director and does not indicate any sale or change in control. The filing provides transparency on director holdings and confirms alignment with typical compensation arrangements but contains no new strategic or financial information about the company.

Securities Analyst

TL;DR: Small, routine increase in insider ownership from compensation; immaterial to valuation.

The reported acquisition is limited to 13 dividend equivalent units recorded as economic equivalents of common shares, with total direct beneficial ownership of 27 shares post-transaction. No cash consideration or exercise price is reported, consistent with dividend equivalent accruals on unvested awards. The disclosure is useful for ownership tracking but is immaterial in size and contains no indications of trading intent or material corporate events.

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^*

SPIEGEL WILLIAM

(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
	Officer (give title below)		Other (specify below)

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		13		(1)	(1)	Common shares, par value $0.015	27	$0	27	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 William Spiegel report on Form 4 for ESNT?

He reported acquisition of 13 dividend equivalent units on 09/10/2025, increasing his direct beneficial ownership to 27 common shares.

Do the dividend equivalent units have a cash price reported?

No cash price is reported; the filing shows the units were recorded as dividend equivalents tied to unvested awards.

What is the nature of the dividend equivalent units?

Each dividend equivalent unit is the economic equivalent of one common share and vests proportionately with the related restricted stock awards.

When was the Form 4 filed and who signed it?

The transaction date is 09/10/2025 and the Form 4 was signed by David B. Weinstock as attorney-in-fact on 09/12/2025.