WEINSTOCK DAVID B 4

4 · Essent Group Ltd. · Filed Mar 2, 2026

AI-generated summary of this filing

Updated Mar 3, 2026

Essent (ESNT) CFO David Weinstock Converts RSUs; 6,214 Shares Withheld

What Happened

David B. Weinstock, SVP and CFO of Essent Group Ltd. (ESNT), had restricted share units (RSUs) convert into 16,531 common shares on March 1, 2026 (reported on Form 4 filed 2026-03-02). Of those shares, 6,214 were withheld/disposed to satisfy tax withholding at $60.84 per share, producing $378,060. The net increase in his common shares from this vesting/conversion was 10,317 shares (16,531 converted − 6,214 withheld).
Transaction codes: M = exercise/conversion of derivative (RSU conversion into shares); F = payment of exercise price or tax liability (shares withheld to cover taxes). These were vesting/conversion events rather than open-market sales.

Key Details

Transaction date: March 1, 2026; Form 4 filed March 2, 2026 (timely).
Tax withholding: 6,214 shares withheld at $60.84/share = $378,060.
Shares converted (acquired): 16,531 total (from multiple RSU awards).
Net new shares to insider after withholding: 10,317 shares.
Shares owned after transaction: not specified in the filing.
Relevant footnotes: RSUs convert one-for-one into common shares (F1); dividend equivalents vest proportionately (F2); converted units came from grants on Feb 7, 2023 (F3), Mar 14, 2023 (F4 and performance-based F5), Feb 6, 2024 (F6), and Feb 12, 2025 (F7). The March 14, 2023 performance award vests based on multi-year book-value growth and relative TSR (vesting March 1, 2026).
Filing status: timely (no late filing indicated).

Context

This was a routine vesting/conversion of RSUs, not an open-market purchase or sale. The withholding of shares to cover taxes is common and is not the same as an intentional sale for cash. The Form 4 shows both the cancellation/disposition of the derivative RSUs and the acquisition of the underlying common shares.
For investors: conversions/vestings are informative about executive compensation timing but do not necessarily indicate buying or selling sentiment.

Form 4

Period: 2026-03-01

SVP and CFO

Transactions

Exercise/Conversion
Common shares, par value $0.015
[F1]
2026-03-01+1,040→ 26,622 total
Exercise/Conversion
Common shares, par value $0.015
[F1]
2026-03-01+1,632→ 28,254 total
Exercise/Conversion
Common shares, par value $0.015
[F1]
2026-03-01+9,437→ 37,691 total
Exercise/Conversion
Common shares, par value $0.015
[F1]
2026-03-01+1,856→ 39,547 total
Exercise/Conversion
Common shares, par value $0.015
[F1]
2026-03-01+1,751→ 41,298 total
Exercise/Conversion
Common shares, par value $0.015
[F2]
2026-03-01+815→ 42,113 total
Tax Payment
Common shares, par value $0.015
2026-03-01$60.84/sh−6,214$378,060→ 35,899 total
Exercise/Conversion
Restricted share units
[F1][F3]
2026-03-01−1,040→ 90,582 total
→ Common shares, par value $0.015 (1,040 underlying)
Exercise/Conversion
Restricted share units
[F1][F4]
2026-03-01−1,632→ 88,950 total
→ Common shares, par value $0.015 (1,632 underlying)
Exercise/Conversion
Restricted share units
[F1][F5]
2026-03-01−9,437→ 79,513 total
→ Common shares, par value $0.015 (9,437 underlying)
Exercise/Conversion
Restricted share units
[F1][F6]
2026-03-01−1,856→ 77,657 total
→ Common shares, par value $0.015 (1,856 underlying)
Exercise/Conversion
Restricted share units
[F1][F7]
2026-03-01−1,751→ 75,906 total
→ Common shares, par value $0.015 (1,751 underlying)
Exercise/Conversion
Dividend equivalent units
[F2]
2026-03-01−815→ 2,239 total
→ Common shares, par value $0.015 (815 underlying)

Footnotes (7)

[F1]Restricted share units convert into common shares on a one-for-one basis.
[F2]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.
[F3]On February 7, 2023, the reporting person was granted 3,118 restricted share units, vesting in equal installments on each of March 1, 2024, 2025 and 2026.
[F4]On March 14, 2023, the reporting person was granted 4,890 restricted share units, vesting in equal installments on each of March 1, 2024, 2025 and 2026.
[F5]On March 14, 2023, the reporting person was granted restricted share units 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.
[F6]On February 6, 2024, the reporting person was granted 5,569 restricted share units, vesting in equal installments on each of March 1, 2025, 2026 and 2027.
[F7]On February 12, 2025, the reporting person was granted 5,254 restricted share units, vesting in equal installments on each of March 1, 2026, 2027 and 2028.

Signature

/s/ David B. Weinstock|2026-03-02

1 file