What changed in this filing

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Item 9A. Controls and Procedures

2023-02-28 compared with 2022-02-28 · 80 added, 32 removed, 102 unchanged (52% of the section changed)

3 unchanged sentences

Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2022.

Management’s Report on Internal Control Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm as permitted in this transition period under the rules of the SEC for newly public companies.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)).

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2022.

Our independent auditor, KPMG LLP, a registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting which appears below.

Changes in Internal Control

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the fiscal quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Enact Holdings, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Enact Holdings, Inc.

and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedules I to II (collectively, the consolidated financial statements), and our report dated February 28, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Raleigh, North Carolina

February 28, 2023

Other Information

The Master Agreement dated September 15, 2021 between Genworth Financial, Inc.

and Enact Holdings, Inc.

was amended on February 23, 2023 to delete clause 8.1(a)(xiii) in its entirety, which required the Company to obtain Genworth’s consent to “elect, appoint, hire, dismiss or remove the Company’s Chief Executive Officer;”.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

20 unchanged sentences

3.1 Amended and Restated Certificate of Incorporation of Enact Holdings, Inc.

(incorporated by reference to Exhibit 3.1 to the Company ’ s Annual Report on Form 10- K filed with the Securities and Exchange Commission on February 28 , 2022).

3.2 Amended and Restated Bylaws of Enact Holdings, Inc.

(incor porated by reference to Exhibit 3.2 to the Company Q uarterly Report on Form 10-Q filed with the Securities and Exchange Com m ission on November 4, 2021 ,

(incorporated by reference to Exhibit 3.

1 to the Compan y ’ s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1 5 , 202 2 ).

4.1 Indenture, dated August 21, 2020, between Genworth Mortgage Holdings, Inc.

4 unchanged sentences

on August 25, 2020).

4.3* Description of Registrant’s Capital Stoc k.

10.1 Master Agreement, dated September 15, 2021, between Genworth Financial and Enact Holdings, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2021).

10.2 Amended and Restated Tax Allocation Agreement ( incorporated by reference to Exhibit 10.

2 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 13, 2021 ) .

4.3* Description of Registrant’s Capital Stock.

10.1* Amended and Restated Master Agreement, dated February 23, 2023, between Genworth Financial and Enact Holdings, Inc.

10.2 Amended and Restated Tax Allocation Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 13, 2021).

10.3 Registration Rights Agreement, dated as of September 15, 2021, between Enact Holdings, Inc.

3 unchanged sentences

and Genworth Financial, Inc.

(incorporated by reference to Exhibit 10.4 to the Company ’ s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 13, 2021).

10.5+ Enact Holdings, Inc.

2021 Omnibus Incentive Pla n .

10.6+ Special Severance Payment Agreement between Genworth Financial, Inc.

and Rohit Gupta incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 / A filed with the Securities and Exchange Commission on September 13, 2021).

10.7+ Special Severance Payment Agreement between Genworth Financial, Inc.

and Hardin Dean Mitchell (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 13, 2021).

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022) .

10.6+ Amendment No.

1 unchanged sentence

and Hardin Dean Mitchell (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 13, 2021).

10.9+ Special Severance Payment Agreement between Genworth Financial, Inc.

and Evan Stolove (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 13, 2021).

10.7+ Amendment No.

1 unchanged sentence

and Evan Stolove (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 13, 2021).

10.11+ Transition Retention Bonus Agreement between Genworth Financial, Inc.

and Hardin Dean Mitchell (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 13, 2021).

10.12+ Transition Retention Bonus Agreement between Genworth Financial, Inc.

and Evan Stolove (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 13, 2021).

10.13+ Retention Bonus Agreement between Genworth Financial, Inc.

and Rohit Gupta (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 13, 2021).

10.14+ Retention Bonus Agreement between Genworth Financial, Inc.

10.8+ Special Severance Payment Agreement between Genworth Financial, Inc.

and Hardin Dean Mitchell (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 13, 2021)

10.15+ Retention Bonus Agreement between Genworth Financial, Inc.

10.9+ Special Severance Payment Agreement between Genworth Financial, Inc.

and Evan Stolove (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 13, 2021).

10.10+ Amended and Restated Genworth Financial, Inc.

2015 Key Employee Severance Plan (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Genworth Financial, Inc.

for the period ended June 30, 2019).

10.17+ Amended and Restated Genworth Financial, Inc.

2014 Change of Control Plan (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Genworth Financial, Inc.

for the period ended June 30, 2019).

10.18+ Amended and Restated Genworth Financial, Inc.

Retirement and Savings Restoration Plan (incorporated by reference to Exhibit 10.48 to the Annual Report on Form 10-K of Genworth Financial, Inc.

6 unchanged sentences

10.13 Registration Rights Agreement dated as of September 20, 2021 between Enact Holdings, Inc.

and the Bayview entities listed therein .

and the Bayview entities listed therein (incorporated by reference to Exhibit 10.21 to the Company ’ s Annual Report on Form 10-K filed with the Securities and Ex change Commission on February 28, 2022) .

10.14+ Enact Holdings, Inc.

Senior Executive Severance Plan ( i ncorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Comm i ssion on February 1 7 , 2022).

10.15 Performance Stock Unit and Restricted Stock Unit Agreements (incorporated by reference to Exhibit 10.3 to the Company ’ s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022).

10.16 Investment Management and Services Agreement between Enact Mortgage Insurance Corporation and Genworth North America Corporation (incorporated by reference to Exhibit 10.

4 to the Company ’ s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022).

10.17 Credit Agreement, dated June 30, 2022, among Enact Holdings, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders and agents party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2022).

10.18+ Enact Holdings, Inc.

Change of Control Severance Plan (incorporated by reference to Exhibit 10.

2 to the Company ’ s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4 , 2022).

10.19 Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Company ’ s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2022).

10.20 Share Repurchase Agreement, dated November 1, 2022, by and between Enact Holdings, Inc.

and Genworth Holdings, Inc.

(incorporated by reference to Exhibit 10.

1 to the Company ’ s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3 , 2022).

10.21+ Amended and Restated Genworth Financial, Inc.

2015 Key Employee Severance Plan (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Genworth Financial, Inc.

for the period ended June 30, 2019).

10.22+ Amended and Restated Genworth Financial, Inc.

2014 Change of Control Plan (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Genworth Financial, Inc.

for the period ended June 30, 2019).

10.23* First Amendment to the Enact Holdings, Inc.

2021 Omnibus Incentive Plan.

10.24* First Amendment to the Shared Services Agreement, dated February 24, 2023, between Enact Holdings, Inc.

and Genworth Financial, Inc.

10.25* Form of 2023-2025 Performance Stock Unit Agreement under the Enact Holdings, Inc.

2021 Omnibus Incentive Plan .

10.26* Form of 2023-2025 Restricted Stock Unit Agreements under the Enact Holdings, Inc.

2021 Omnibus Incentive Plan .

21* List of subsidiaries of Enact Holdings, Inc.

14 unchanged sentences

104 The cover page for the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, has been formatted in Inline XBRL

+ Indicates management contact and compensatory plan

+ Indicates management contract and compensatory plan

* Filed herewith

4 unchanged sentences

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated and on the dates indicated:

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated:

/s/ Rohit Gupta President, Chief Executive Officer and Director

17 unchanged sentences

* Director February 28, 2023

/s/ Rohit Gupta

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures