Gibbons Mary Lourdes 4

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

AI-generated summary of this filing

Updated Mar 3, 2026

Essent (ESNT) SVP Mary Gibbons Exercises RSUs; 14,132 Shares Withheld

What Happened

Mary Lourdes Gibbons, SVP and Chief Legal Officer of Essent Group Ltd. (ESNT), had restricted share units convert into common shares on March 1, 2026. The filing shows conversions of 3,093; 2,918; and 1,850 RSU-related units (totaling 7,861 shares) and corresponding derivative conversion entries at $0.00 per share.
To satisfy tax withholding obligations, 14,132 shares were delivered to the issuer at $60.84 per share, for a withholding value of $859,791 (transaction code F). These were not open-market sales but share surrender/withholding tied to vesting.

Key Details

Transaction date: March 1, 2026; SEC filing date: March 2, 2026 (timely).
Conversions reported: 3,093; 2,918; and 1,850 shares (total 7,861) shown as derivative conversions (code M) at $0.00.
Tax withholding: 14,132 shares surrendered at $60.84 each, totaling $859,791 (code F). Footnote confirms shares were delivered to issuer to satisfy tax withholding.
Relevant footnotes: RSUs convert one-for-one to common shares; dividend equivalent units may vest proportionately with awards; prior RSU grants (Feb 6, 2024 and Feb 12, 2025) vest in equal installments on March 1, 2025–2027.
Shares owned after the transactions: not specified in the provided filing excerpt.

Context

This appears to be routine vesting/conversion of restricted share units and related tax withholding, not an open-market sale or discretionary sale by the insider. When RSUs vest, companies commonly withhold or collect shares to cover required taxes; such withholding doesn't necessarily signal buying or selling intent.

Form 4

Period: 2026-03-01

SVP and Chief Legal Officer

Transactions

Exercise/Conversion
Common shares, par value $0.015
[F1]
2026-03-01+3,093→ 255,450 total
Exercise/Conversion
Common shares, par value $0.015
[F1]
2026-03-01+2,918→ 258,368 total
Exercise/Conversion
Common shares, par value $0.015
[F2]
2026-03-01+1,850→ 260,218 total
Tax Payment
Common shares, par value $0.015
[F3]
2026-03-01$60.84/sh−14,132$859,791→ 246,086 total
Exercise/Conversion
Restricted share units
[F1][F4]
2026-03-01−3,093→ 19,485 total
→ Common shares, par value $0.015 (3,093 underlying)
Exercise/Conversion
Restricted share units
[F1][F5]
2026-03-01−2,918→ 16,567 total
→ Common shares, par value $0.015 (2,918 underlying)
Exercise/Conversion
Dividend equivalent units
[F2]
2026-03-01−1,850→ 1,362 total
→ Common shares, par value $0.015 (1,850 underlying)

Footnotes (5)

[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]Represents shares delivered to issuer to satisfy tax withholding obligations upon the vesting of restricted shares and restricted share units.
[F4]On February 6, 2024, the reporting person was granted 9,282 restricted share units, vesting in equal installments on each of March 1, 2025, 2026 and 2027.
[F5]On February 12, 2025, the reporting person was granted 8,756 restricted share units, vesting in equal installments on each of March 1, 2025, 2026 and 2027

Signature

/s/ David B. Weinstock, as attorney-in-fact|2026-03-02

1 file