What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-29 compared with 2023-02-28 · 29 added, 31 removed, 151 unchanged (28% of the section changed)

41 unchanged sentences

Other Information

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

Share Services Agreement

The Shared Services Agreement dated August 4, 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;”.

was amended and restated on February 1, 2024 and attached as Exhibit 10.4 to this Annual Report.

Incentive compensation clawback

In October 2022, the SEC adopted final rules requiring the recovery of erroneously awarded compensation as mandated by the Dodd-Frank Act.

In 2023, pursuant to the final rules, Nasdaq established listing standards that require listed companies to adopt and comply with a compensation recovery policy, often known as a clawback policy.

In the event a company is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error was recognized in the current period or if the error was left uncorrected in the current period, the company must recover from any current or former executive officers incentive-based compensation that was erroneously awarded during the three years preceding the date such a restatement was required.

The recoverable amount would be the amount of incentive-based compensation received in excess of the amount that otherwise would have been received had it been determined based on the restated financial measure.

The Company revised its Incentive-Based Compensation Recovery Policy to include the applicable provisions of the final rule, which is attached as Exhibit 97 to this Annual Report.

Trading Plans

During the quarter ended December 31, 2023, no director or Section 16 officer adopted or terminated any “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements” (in each case, as defined in Item 408(a) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

22 unchanged sentences

3.2 Amended and Restated Bylaws of Enact Holdings, Inc.

(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 ).

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2022).

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

5 unchanged sentences

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.

Amended and Restated Master Agreement, dated August 29 , 2023, between Genworth Financial and Enact Holdings, Inc.

(incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q file d with the Securities and Exchange Commission on November 2 , 2023).

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).

2 unchanged sentences

(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 November 4, 2021).

10.4 Shared Services Agreement, dated August 4, 2021, between Enact Holdings, Inc.

Amended and Res tate d S hared Services Agreement, dated Febr u ary 1 , 202 4 , between Enact Holdings, Inc.

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 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 to Special Severance Payment Agreement between Genworth Financial, Inc.

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).

10.7+ Amendment No.

1 to Special Severance Payment Agreement between Genworth Financial, Inc.

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).

10.8+ 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)

10.9+ 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).

10.6+ Amended and Restated Genworth Financial, Inc.

7 unchanged sentences

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

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) .

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 Exchange Commission on February 28, 2022).

10.10+ 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).

Senior Executive Severance Plan (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 February 17, 2022).

10.11 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).

10.12 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).

10.13 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).

10.14+ 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).

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).

Amended Director Deferred Stock Unit Agreement

10.16 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).

(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).

10.17+ Amended and Restated Genworth Financial, Inc.

5 unchanged sentences

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.

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2023).

Share Repurchase Agreement, dated August 1, 2023, 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 August 4, 2023).

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

2021 Omnibus Incentive Plan .

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2023).

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

2021 Omnibus Incentive Plan .

2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2023).

21* List of subsidiaries of Enact Holdings, Inc.

7 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97* Incentive-Based Compensation Recovery Policy

101.INS* Inline XBRL Instance Document

36 unchanged sentences

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