Departure of Directors or Certain

On August 10, 2021, Enstar Group Limited (the "Company") announced that Zachary Wolf has stepped down from his position as Chief Financial Officer and principal financial officer of the Company. There were no disagreements between Mr. Wolf and the Company, and his departure is not related to the operations, policies or practices of the Company or any issues regarding accounting policies or practices.

On August 10, 2021, the Company appointed Orla M. Gregory, age 47, as Acting Chief Financial Officer and principal financial officer. Ms. Gregory will also continue to serve as the Chief Operating Officer, a role she has held since 2016. She previously served as the Company’s Chief Integration Officer from February 2015, and Executive Vice President of Mergers and Acquisitions of the Com pany’s subsidiary, Enstar Limited, from May 2014. Ms. Gregory has been with the Company since 2003.

The Company’s Chief Accounting Officer and principal accounting officer, Michael M.P. Murphy, age 54, assumed the role of Deputy Chief Financial Officer, effective as of August 10, 2021, and will continue to serve as the Company’s principal accounting officer. Mr. Murphy has served as the Company’s Chief Accounting Officer since May 2021. Prior to joining the Company, he served as Interim Chief Financial Officer of TriNet Group, Inc., a provider of human resources solutions, from May 2020 to November 2020. From July 2016 to May 2020, Mr. Murphy served as Chief Accounting Officer of TriNet Inc.

The Company and Mr. Wolf entered into an Agreement and General Release, dated August 11, 2021, providing for contractual severance benefits and a customary plenary release, including a cash payment equal to his annual base salary and pro-rata 2021 annual incentive plan award at target level; full vesting of restricted stock units and pro-rata vesting of performance stock units at target level.

Pursuant to the terms of the Agreement and General Release, Mr. Wolf is subject to certain restrictive covenants, including restrictions on his ability to solicit the employees and clients of the Company for a period of 12 months following his separation. He will remain available during a transition period to facilitate a transfer of responsibilities until September 30, 2021.

The foregoing summary of the Agreement and General Release does not purport to be complete and is qualified in its entirety by reference to the Agreement and General Release, a copy of which is filed as

Exhibit 10.1

hereto and is incorporated by reference herein.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the intent, belief or current expectations of the Company and its management team. Investors are cautioned that any such forward-looking statements speak only as of the date they are made, are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Important risk factors regarding the Company may be found under the heading “Risk Factors” in the Company’s Annual Report on

Form 10-K

for the year ended December 31, 2020 and Quarterly Report on

Form 10-Q

for the period ended June 30, 2021, which are incorporated herein by reference. Furthermore, the Company undertakes no obligation to update any written or oral forward-looking statements or publicly announce any updates or revisions to any of the forward-looking statements contained herein, to reflect any change in its expectations with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements, except as required by law.

1

Item 9.01. Financial Statements and Exhibits

Exhibits

Exhibit

No.

Description

10.1

Agreement and General Release, dated August 11, 2021, by and between Enstar Group Limited and Zachary Wolf.

101

Pursuant to Rule 406 of Regulation S-T, the cover page information in formatted in Inline XBRL.

104

Cover page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

2

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ENSTAR GROUP LIMITED

August 13, 2021

By:

/s/ Audrey Taranto

Audrey Taranto

General Counsel




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