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[Form 4] Essent Group LTD Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Essent Group Ltd. (ESNT) – Form 4 Insider Transaction

On 06/23/2025, Mary Lourdes Gibbons, Essent’s SVP & Chief Legal Officer, sold 1,999 common shares of ESNT at $60.00 per share. Following the disposition, Gibbons still directly owns 251,023 shares. No derivative transactions were reported, and no Rule 10b5-1 plan was indicated. The filing was signed on 06/25/2025 by attorney-in-fact David B. Weinstock.

The sale represents less than 1% of the insider’s reported holdings, suggesting a routine portfolio move rather than a material change in insider ownership.

Positive
  • Insider retains 251,023 shares, indicating continued long-term alignment with shareholders.
Negative
  • Sale of 1,999 shares at $60 could be interpreted as a modest lack of confidence or liquidity need, though magnitude is small.

Insights

TL;DR: Minor insider sale; negligible ownership change—likely neutral for ESNT shares.

The reported 1,999-share sale equals roughly $120k in proceeds and reduces Gibbons’ stake by under 1%. With >250k shares remaining, incentive alignment remains intact. No pattern of large sales or derivative exercises is evident. Given the modest size relative to daily trading volume and insider’s residual holdings, the market impact should be limited. I view the disclosure as routine housekeeping rather than a signal on Essent’s fundamentals.

TL;DR: Insider still holds sizable stake; governance risk minimal.

From a governance lens, the transaction is small and fully disclosed within regulatory timelines. The absence of a 10b5-1 plan could raise a procedural eyebrow, but scale mitigates concern. Continued substantial ownership by a senior officer generally supports shareholder alignment. Overall, this filing neither strengthens nor weakens governance posture in any material way.

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).
X
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)
06/23/2025
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
Common shares, par value $0.015 06/23/2025 S 1,999 D $60 251,023 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
Explanation of Responses:
Remarks:
/s/ David B. Weinstock, as attorney-in-fact 06/25/2025
** 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

How many Essent Group (ESNT) shares did the insider sell?

1,999 common shares were sold on 06/23/2025.

What was the sale price for ESNT shares in the Form 4?

The reported transaction price was $60.00 per share.

How many ESNT shares does Mary Lourdes Gibbons own after the sale?

She owns 251,023 shares directly after the transaction.

Did the filing mention any Rule 10b5-1 trading plan?

No, the Form 4 does not indicate a Rule 10b5-1(c) plan for this sale.

When was the Form 4 for ESNT filed?

The document was signed and filed on 06/25/2025.
Essent Group Ltd

NYSE:ESNT

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5.95B
91.54M
5.22%
99.35%
2.21%
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