David Kang-Wen Ni - Jul 2, 2025 Form 4 Insider Report for Enstar Group LTD (ESGR)

Role: Chief Strategy Officer
Signature: /s/ Audrey B. Taranto by power of attorney
Stock symbol: ESGR
Transactions as of: Jul 2, 2025
Transactions value $: -$1,374,308
Form type: 4
Date filed: 7/3/2025, 04:25 PM
Previous filing: Mar 24, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Ni David Kang-Wen	Chief Strategy Officer	A.S. COOPER BUILDING, 4TH FLOOR, 26 REID STREET, HAMILTON, BERMUDA	/s/ Audrey B. Taranto by power of attorney	2025-07-03	0001928828

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ESGR	Ordinary Shares	Disposed to Issuer	-$1.37M	-4.07K	-26.59%	$338.00	11.2K	Jul 2, 2025	Direct	F1, F2
transaction	ESGR	Ordinary Shares	Other		-11.2K	-100%		0	Jul 2, 2025	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David Kang-Wen Ni is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On July 2, 2025, Enstar Group Limited (the "Issuer") consummated the previously announced transaction with Sixth Street Partners, LLC ("Sixth Street"), pursuant to the Agreement and Plan of Merger, dated as of July 29, 2024, by and among Elk Bidco Limited, Enstar Group Limited and the other parties thereto, whereby Sixth Street indirectly acquired the Issuer (the "Merger"). In connection with the Merger, each Ordinary Share of the Issuer was canceled and converted into the right to receive an amount in cash equal to $338, without interest and less any applicable withholding taxes (the "Merger Consideration").
F2	In connection with the Merger, 4,066 Restricted Share Units ("RSUs"), granted on March 20, 2025, were converted into a cash award entitling the Reporting Person to receive an amount equal to (a) the Merger Consideration multiplied by (b) the number of such unvested RSUs, which will vest in three equal annual installments beginning on March 20, 2026.
F3	Represents Ordinary Shares which, pursuant to the Merger Agreement, and the Rollover and Support Agreement, dated as of July 2, 2025, by and among Elk Topco LLC ("Topco"), Mr. Ni and the other parties thereto, immediately prior to the effective time of the Third Merger, were transferred, contributed and delivered to Topco (or an affiliate thereof) in exchange for participating non-voting interests of Topco (or an affiliate thereof).