Form 4: Enstar Group Insider Stuart Schlesinger Reports Significant Share Transfer Related to Merger Agreement

Stuart Schlesinger and the Hyman 2018 Family Trust reported the transfer of 10,750 Enstar Group Ordinary Shares to Elk Topco, LLC as part of a rollover and support agreement tied to a merger.

Summary

• Stuart Schlesinger and the Hyman 2018 Family Trust, as reporting persons, filed a Form 4 regarding their beneficial ownership in Enstar Group LTD (ESGR).
• On July 2, 2025, the reporting persons transferred, contributed, and delivered 10,750 Ordinary Shares of Enstar Group to Elk Topco, LLC.
• This transfer was executed in exchange for equity interests in Elk Topco, LLC.
• The transaction was pursuant to a rollover and support agreement among Elk Topco, LLC, the Hyman 2018 Family Trust, and J.C. Flowers & Co. LLC.
• It was also part of an Agreement and Plan of Merger involving Enstar Group LTD, Deer Ltd., Deer Merger Sub Ltd., Elk Bidco Limited, and Elk Merger Sub Limited.
• Following this transaction, the amount of Enstar Group Ordinary Shares beneficially owned by the reporting persons is 0.
• Stuart Schlesinger, in his capacity as trustee of the Hyman Trust, disclaims beneficial ownership of the securities directly held by the Hyman Trust except to the extent of his pecuniary interest.
• The reporting persons were members of a 'group' for purposes of Section 13(d) of the Securities Exchange Act of 1934, which beneficially owned more than 10% of Enstar Group's outstanding Ordinary Shares.
• The reporting persons disclaim beneficial ownership of Ordinary Shares beneficially owned by other group members except to the extent of their pecuniary interest.

Sentiment

Score: 5

Explanation: The document is a factual report of an insider transaction and does not convey positive or negative sentiment regarding the company's performance or outlook.

Future Outlook

NA

Management Comments

• Stuart Schlesinger disclaims beneficial ownership of the securities directly held by the Hyman Trust except to the extent of his pecuniary interest therein this report shall not be deemed an admission that Stuart Schlesinger was the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
• The Reporting Persons disclaim beneficial ownership of the Ordinary Shares of the Issuer beneficially owned by the Other Group Members except to the extent of the Reporting Persons' pecuniary interest therein.

Industry Context

This transaction is a specific corporate action related to a merger, which is a common strategic move in the financial services or insurance industry. It reflects a restructuring of ownership in anticipation or completion of a larger corporate event.

Related Party Transactions

• The transaction involves the Hyman 2018 Family Trust, of which Stuart Schlesinger is a trustee, and J.C. Flowers & Co. LLC, entities likely affiliated with the reporting persons.
• The reporting persons are part of a 'group' for Section 13(d) purposes, indicating coordinated ownership and potential influence among a set of related parties.

Stakeholder Impact

• Shareholders: The transaction represents a significant change in beneficial ownership by a major shareholder group, potentially impacting the ownership structure and control of Enstar Group, especially in the context of a merger.

Key Dates

Keywords

Enstar Group, ESGR, Form 4, beneficial ownership, insider transaction, share transfer, merger agreement, rollover agreement, J.C. Flowers & Co., Hyman 2018 Family Trust, Section 13(d) group