Essent (ESNT) Form 4: Director receives dividend-equivalent units increasing holdings

Rhea-AI Filing Summary

Essent Group Ltd. director Angela L. Heise acquired 13 dividend equivalent units tied to unvested restricted stock awards/units, which convert 1:1 into common shares as they vest. After this acquisition the reporting person beneficially owned 27 common shares directly. The filing notes these dividend equivalent rights accrue on unvested awards and vest proportionately with those awards, and that each unit is economically equivalent to one common share. The transaction is recorded as an acquisition of dividend equivalents rather than a market purchase.

Insights

Corporate Governance Expert

TL;DR: A routine issuance of dividend equivalent units to a director tied to unvested equity awards; no governance red flags.

The filing documents a non-market acquisition of 13 dividend equivalent units that are linked to unvested restricted awards and vest proportionately. This is a common practice to preserve economic parity between vested and unvested shareholders and aligns the director's interests with long-term shareholder outcomes. The disclosed ownership post-transaction is small in absolute terms and appears administrative rather than material.

Securities Analyst

TL;DR: Transaction is immaterial to cap table and stems from routine dividend-equivalent accruals on unvested awards.

From a securities perspective, the reported acquisition increases direct beneficial ownership to 27 shares through dividend equivalents that are economically equivalent to common shares upon vesting. There is no indication of open-market trading or change in control; the disclosure serves compliance and transparency purposes. The size of the transaction does not meaningfully affect ownership percentages or valuation.

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^*

Heise Angela L

(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 transaction did Essent Group Ltd. (ESNT) director Angela L. Heise report?

She reported acquisition of 13 dividend equivalent units tied to unvested restricted stock awards/units, recorded as an acquisition rather than a market trade.

How many shares does Angela L. Heise beneficially own after the reported transaction?

27 common shares are reported as beneficially owned following the transaction.

What are dividend equivalent units in this Form 4?

Dividend equivalent units are the economic equivalent of one common share each and accrue on unvested restricted awards, vesting proportionately with those awards.

Was this a market purchase or an award-based acquisition for ESNT insider activity?

It was an award-based acquisition (dividend equivalent rights on unvested awards), not an open-market purchase or sale.

Does the filing indicate any change in control or material ownership shift at ESNT?

No; the disclosure shows a small, routine increase in direct ownership and does not indicate a material shift in control or stake.