Essent Group (ESNT) CFO details RSU vesting, dividend units and tax shares

Rhea-AI Filing Summary

Essent Group Ltd. senior vice president and CFO David B. Weinstock reported routine equity compensation activity. On January 8, 2026, 1,004 restricted share units and 64 dividend equivalent units were converted into the same number of Essent common shares at $0 exercise price. To cover tax withholding on these vestings, 351 common shares were delivered back to Essent at $64.67 per share.

After these transactions, Weinstock directly beneficially owned 25,582 common shares, along with 69,066 restricted share units and 3,065 dividend equivalent units. The dividend equivalent units track dividends on unvested awards, and the underlying performance-based restricted shares relate to a three-year period beginning January 1, 2023 and vesting March 1, 2026.

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^*

WEINSTOCK DAVID B

(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 CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

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	01/08/2026		M		1,004	A	$0	25,869	D
Common shares, par value $0.015	01/08/2026		M		64	A	$0(1)	25,933	D
Common shares, par value $0.015	01/08/2026		F		351(2)	D	$64.67	25,582	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	(3)	01/08/2026		M			1,004	(4)	(4)	Common shares, par value $0.015	1,004	$0	69,066	D
Dividend equivalent units	(1)	01/08/2026		M			64	(1)	(1)	Common shares, par value $0.015	64	$0	3,065	D

Explanation of Responses:

1. The dividend equivalent rights accrue 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.

2. Represents shares delivered to issuer to satisfy tax withholding obligations upon the vesting of restricted share units and related dividend equivalent units.

3. 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, 2023 and vesting on March 1, 2026.

4. On January 6, 2023, the reporting person was granted 3,010 restricted share units, vesting in equal installments on each of January 8, 2024, 2025 and 2026.

Remarks:

	/s/ David B. Weinstock	01/12/2026
	** 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.

FAQ

What insider activity did Essent Group (ESNT) report for its SVP & CFO?

Essent Group reported that SVP and CFO David B. Weinstock had 1,004 restricted share units and 64 dividend equivalent units convert into the same number of common shares on January 8, 2026, with some shares withheld to cover taxes.

How many Essent (ESNT) shares does the SVP & CFO own after this Form 4?

Following the reported transactions, David B. Weinstock directly beneficially owned 25,582 common shares of Essent Group Ltd., plus 69,066 restricted share units and 3,065 dividend equivalent units.

What price was used to cover tax withholding on the Essent (ESNT) RSU vesting?

To satisfy tax withholding obligations tied to the vesting of restricted share units and related dividend equivalent units, 351 common shares were delivered to Essent at a price of $64.67 per share.

What are dividend equivalent units in this Essent (ESNT) insider filing?

The filing explains that dividend equivalent units accrue on unvested restricted stock and restricted stock units and vest in proportion to those awards. Each unit is the economic equivalent of one Essent common share.

What performance conditions apply to the Essent (ESNT) restricted shares mentioned?

The restricted shares were granted under Essent’s 2013 Long-Term Incentive Plan and may be earned based on compounded annual book value per share growth and relative total shareholder return over a three-year period starting January 1, 2023, with vesting on March 1, 2026.

When were the underlying Essent (ESNT) restricted share units originally granted?

The filing states that on January 6, 2023, David B. Weinstock was granted 3,010 restricted share units, vesting in equal installments on each of January 8, 2024, January 8, 2025 and January 8, 2026.