WEINSTOCK DAVID B 4

What Happened

• David B. Weinstock, SVP and CFO of Essent Group Ltd. (ESNT), was granted a total of 22,898 restricted share units (RSUs) on 2026-02-11. The awards are shown as: 15,265 RSUs at $65.51 each (value $1,000,010) and 7,633 RSUs at $65.51 each (value $500,038), for a combined grant value of $1,500,048. The filing also shows dispositions to the issuer of 342 and 11 shares (353 shares total) at $0.00, which commonly reflect shares withheld to satisfy tax withholding on the award.

Key Details

• Transaction date: 2026-02-11; filing date: 2026-02-13 (appears timely for a Form 4).
• Grant prices recorded at $65.51 per share; total award value ≈ $1.5M.
• Dispositions to issuer: 342 shares and 11 shares at $0.00 (353 shares total), commonly used to cover withholding/taxes.
• Shares owned after transaction: not reported in this Form 4.
• Footnotes from the filing:
  • F1: RSUs convert into common shares on a 1-for-1 basis.
  • F2: One award is performance-based under the 2013 Long-Term Incentive Plan (vesting depends on compounded annual book value per share growth and relative TSR over a three-year performance period beginning 1/1/2026; vesting on 3/1/2029).
  • F3: Another award is time‑based RSUs under the 2013 LTIP, vesting in equal installments on 3/1/2027, 3/1/2028 and 3/1/2029.
  • F4: Dividend equivalent rights accrue on unvested awards and vest proportionately; each unit equals the economic equivalent of one common share.

Context

• These transactions are awards (not open-market purchases or sales). RSU grants are compensation and do not by themselves signal buying or selling in the market; they vest over time or upon meeting performance conditions. The zero-dollar dispositions reported to the issuer are typical mechanics to satisfy tax withholding obligations when awards are issued.