act-20250328

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐			Preliminary Proxy Statement

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☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under § 240.14a-12

Enact Holdings, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Who We Are

What We Do

Why We Do It

Enact, through its subsidiaries, is a leading U.S. private mortgage insurance provider offering borrower-centric products that enable lenders and other partners across the U.S. to help people responsibly achieve and maintain the dream of homeownership. We take pride in our culture where employees are respected, heard, and empowered to do their best work. We enjoy working hard, learning as a team and celebrating our successes. Enact is headquartered in Raleigh, North Carolina.

Building on a deep understanding of lenders’ businesses and a legacy of financial strength, we partner with lenders to bring best-in-class service, leading underwriting expertise, and extensive risk and capital management to the mortgage process, helping to put more people in homes and keep them there. We operate in all 50 states and the District of Columbia. We have long-tenured customer relationships with mortgage lenders and are focused on responsible underwriting and prudent risk and capital management practices. We believe that our operating and technological capabilities provide an exceptional customer experience while driving new business volume at attractive risk-adjusted returns.

At Enact, we live our values of Excellence, Improvement, and Connection in all that we do. Our mission to help people get into and stay in their homes has a positive impact on our world and inspires us to go the extra mile. We look at the bigger picture, always considering our customers’ processes and their borrowers’ experience. By empowering customers and their borrowers, we seek to positively impact the lives of those in the communities in which we serve in a sustainable way.

Letter from Dom and Rohit

“As we move forward, we will continue to be prepared for a variety of economic scenarios and to execute diligently against our plans to further build a resilient portfolio, strengthen our financial position, and maximize long-term shareholder value.”

March 28, 2025

Dear fellow Stockholder,

We are pleased to invite you to the 2025 Annual Meeting of Stockholders of Enact to be held virtually at 11:00am Eastern time on Wednesday, May 14, 2025.

The Annual Meeting will include voting on the matters set forth in the accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement, and discussion and/or voting on any other business matters properly brought before the meeting.

Whether or not you plan to attend the 2025 Annual Meeting of Stockholders, you can ensure that your shares are represented at the meeting by promptly submitting your proxy by telephone, Internet or by completing, signing, dating, and returning your proxy card.

Our financial results:

Over the course of 2024, Enact generated strong financial performance, reaching record net income of $688 million and expanding our insurance in-force to $269 billion, while maintaining our commitment to drive efficiencies in the business and reducing adjusted operating expenses by 2% in an inflationary environment. Our performance, execution against our strategic priorities and the strength of our balance sheet, resulted in rating upgrades from S&P, and most recently, Fitch in January 2025. We continue to operate from a strong capital and liquidity position, reinforced by PMIERs sufficiency, which was $2.1 billion, or 167% above requirements, at year end. In addition, since our IPO, we have returned over $1 billion to shareholders through share repurchases and dividends, and we remain committed to prioritizing shareholder returns as we move forward.

The operating environment, and U.S housing market specifically, continued to be constructive during 2024. The long-term demographic drivers of housing demand remain robust, with low inventory continuing to support elevated home prices. Based on economic forecasts, the U.S. economy is poised for modest GDP growth, and we continue to see the private mortgage insurance market growing. Mortgage insurance is an important tool for first-time homebuyers as they seek to qualify for mortgages and becomes even more essential in the current environment. We helped nearly 140,000 households achieve the dream of home ownership in 2024 and we will continue to serve this important need for the homebuyers of the future.

Advanced our capabilities and invested in the future:

Among Enact’s strategic priorities is to advance its core business while leveraging our expertise and competencies to extend into attractive adjacencies. In 2023, we expanded our franchise into the reinsurance space with the launch of Enact Re, and that investment continued to yield results throughout 2024. Enact Re has maintained strong underwriting standards and is generating strong risk-adjusted returns.

Enhancing Enact’s industry-leading capabilities remains at the forefront in 2025, as we continue to pursue growth, maximize efficiency, and provide best-in-class customer service, all of which contribute to increasing shareholder value.

Thank you to Enact employees:

Our success in 2024 would not have been possible without the talented and dedicated team at Enact and we appreciate the work they do every day.

As we look to 2025, we are excited for the opportunities ahead as we execute on our strategic priorities to: drive profitable growth and purposefully invest to differentiate Enact, maximize value and efficiency in our operations, maintain strong capital levels and financial flexibility, and provide an exceptional employee experience.

We look forward to keeping you updated on our progress and thank you for your investment in and continued support of Enact.

Cordially,


2025 PROXY STATEMENT			1

Notice of 2025 Annual Meeting
of Stockholders

Voting Items

Logistics

Proposals

Board Vote Recommendation

For Further Details

Date and Time

Wednesday, May 14, 2025,

at 11:00 a.m. ET

Location

www.virtualshareholder meeting.com/ACT2025

Who Can Vote?

Stockholders of record at

the close of business on

March 19, 2025

Election of Eleven Director Nominees Named in this Proxy Statement

FOR ALL

nominees

Page 15

Advisory Vote to Approve Named Executive Officer Compensation

FOR

Page 40

Ratification of Selection of Independent Registered Public Accounting Firm for 2025

FOR

Page 66

In addition, stockholders will discuss and vote on such other business as may properly be presented at the 2025 Annual Meeting of Stockholders or any adjournment or postponement thereof.

In accordance with the U.S. Securities and Exchange Commission rule, we are furnishing this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report”) to many of our stockholders solely over the Internet. We believe posting these materials on the Internet enables us to provide the information more quickly, and it lowers the cost of printing and reduces the environmental impact of our 2025 Annual Meeting of Stockholders. The Notice of Internet Availability of Proxy Materials sent to our stockholders explains how to access the proxy materials online, vote online, and, if desired, obtain a paper copy of our proxy materials. A list of registered stockholders is available on the website for the 2025 Annual Meeting of Stockholders.

We encourage your participation in the 2025 Annual Meeting of Stockholders. You may vote by telephone, through the Internet, or by mailing your completed and signed proxy card (or voting instruction form, if you hold your shares through a broker, bank, or other nominee). Each share of common stock issued and outstanding as of the record date is entitled to one vote on each matter to be voted upon at our 2025 Annual Meeting of Stockholders. Your vote is important, and we encourage you to vote.

This Notice, the Proxy Statement, our 2024 Annual Report, and proxy card are first being made available or mailed to stockholders on or about April 1, 2025.

Cordially,

How to Vote

Internet

www.proxyvote.com

Telephone

1-800-579-1639

E-mail

sendmaterial@proxyvote.com

Mail

You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be Held on May 14, 2025.

Enact’s Notice of 2025 Annual Meeting of Stockholders, Proxy Statement, and 2024 Annual Report are Available, Free of Charge, at: www.proxyvote.com.


2			ENACT

Table of Contents


			Letter from Dom and Rohit			1

			Notice of 202 5 Annual Meeting of Stockholders			2

			Enact Business Overview			4

			Proxy Summary			9

			Enact Board of Directors			15


			P roposal 1 Election of Directors			15


			Nominees			16
			How We Select Our Directors			22
			Director Independence			24

			Enact Corporate Governance			25
			Governance Principles			25
			Board Oversight of Strategy			25
			Board Leadership Structure			25
			Meetings of Independent Directors			26
			Meeting Attendance			26
			Board Responsibilities			26
			Board Policies and Processes			37
			Compensation of Directors			38

			Executive Compensation			40


			P roposal 2 Advisory Vote to Approve Named Executive Officer Compensation			40


			Compensation Discussion and Analysis			41
			Named Executive Officers			41
			202 4 Corporation Performance			42
			Compensation Philosophy			42
			Key Governance Practices			43
			Compensation Decision-Making Process			43
			Key Compensation Program Elements			44
			Other Key Compensation Governance Policies			50
			Report of the Compensation Committee			51


			Executive Compensation Tables			52
			202 4 Summary Compensation Table			52
			Grants of Plan-Based Awards Table			53
			Outstanding Equity Awards at 202 4 Fiscal Year-End Table			55
			202 4 Options Exercised and Stock Vested Table			56
			Pension Benefits			56
			Non-Qualified Deferred Compensation			57
			Potential Payments upon Termination or Change of Control			58
			CEO Pay Ratio			62
			Pay Versus Performance			63

			Audit Matters			66


			P roposal 3 Ratification of Selection of Independent Registered Public Accounting Firm			66


			Approval of Audit and Non-Audit Services			67
			Auditor Fees			67
			Report of the Audit Committee			67

SEC Form DEF 14A filed by Enact Holdings Inc.