38 unchanged sentences
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.
−Removed: Raleigh, North Carolina
+Added: Chicago, Illinois
February 28, 2025
Other Information
−Removed: Share Services Agreement
−Removed: The Shared Services Agreement dated August 4, 2021 between Genworth Financial, Inc.
−Removed: and Enact Holdings, Inc.
−Removed: was amended and restated on February 1, 2024 and attached as Exhibit 10.4 to this Annual Report.
−Removed: Incentive compensation clawback
−Removed: In October 2022, the SEC adopted final rules requiring the recovery of erroneously awarded compensation as mandated by the Dodd-Frank Act.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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
21 unchanged sentences
Number Description of Exhibit
−Removed: 3.1 Amended and Restated Certificate of Incorporation of Enact Holdings, Inc.
−Removed: (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).
+Added: 3.1 Restated Certificate of Incorporation of Enact Holdings, Inc.
+Added: (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2024).
3.2 Amended and Restated Bylaws of Enact Holdings, Inc.
−Removed: (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).
−Removed: 4.1 Indenture, dated August 21, 2020, between Genworth Mortgage Holdings, Inc.
−Removed: and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Genworth Financial, Inc.
−Removed: on August 25, 2020).
−Removed: 4.2 First Supplemental Indenture, dated August 21, 2020, between Genworth Mortgage Holdings, Inc.
−Removed: and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Genworth Financial, Inc.
−Removed: on August 25, 2020).
+Added: (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 December 9, 2024).
4.1* Description of Registrant’s Capital Stock.
+Added: 4.2 Senior Indenture dated as of May 28, 2024 by and among the Company and the Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2024).
+Added: 4.3 First Supplemental Indenture dated as of May 28, 2024 by and among the Company and the Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2024).
+Added: 4.4 Form of 6.250% Senior Notes due 2029, included as Exhibit A to the First Supplemental Indenture in Exhibit 4.
+Added: 5 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2024).
Amended and Restated Master Agreement, dated August 29, 2023, between Genworth Financial and Enact Holdings, Inc.
−Removed: (incorporated by reference to Exhibit 10.
−Removed: 2 to the Company’s Quarterly Report on Form 10-Q file d with the Securities and Exchange Commission on November 2 , 2023).
+Added: (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 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).
−Removed: Amended and Res tate d S hared Services Agreement, dated Febr u ary 1 , 202 4 , between Enact Holdings, Inc.
+Added: 10.4 Amended and Restated S hared Services Agreement, dated February 1, 2024, between Enact Holdings, Inc.
and Genworth Financial, Inc.
+Added: (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2024).
10.5+ Enact Holdings, Inc.
17 unchanged sentences
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).
−Removed: Amended Director Deferred Stock Unit Agreement
+Added: 10.15 Amended Director Deferred Stock Unit Agreement (incorporated by reference to Exhibit 10.
+Added: 15 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2024).
10.16 Share Repurchase Agreement, dated November 1, 2022, by and between Enact Holdings, Inc.
16 unchanged sentences
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).
+Added: 10.23 Share Repurchase Agreement, dated May 1, 2024, by and between Enact Holdings, Inc.
+Added: and Genworth Holdings, Inc.
+Added: (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 3 , 2024).
+Added: Employee insider trading policy
+Added: Enact Holdings, Inc.
+Added: insider trading policy
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
−Removed: 97* Incentive-Based Compensation Recovery Policy
+Added: 97 Incentive-Based Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 2 9 , 202 4 ).
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.