424B5 1 ny20024584x4_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-278624

Prospectus Supplement

(To Prospectus dated April 11, 2024)

$750,000,000

Enact Holdings, Inc.

6.250% Senior Notes due 2029

Enact Holdings, Inc. (“Enact”) is offering $750,000,000 aggregate principal amount of its 6.250% Senior Notes due 2029 (the “notes”). The notes will bear interest at a rate of 6.250% per year, payable semi-annually in arrears on May 28 and November 28 of each year, beginning on November 28, 2024. The notes will mature on May 28, 2029 unless earlier redeemed. We may redeem the notes at any time or from time to time, in whole or in part, at the applicable redemption price as described in this prospectus supplement in the section entitled “Description of the Notes—Optional Redemption.”

The notes will be Enact’s general unsecured, senior obligations and will rank equally in right of payment with all of its other existing and future obligations that are unsecured and unsubordinated; senior in right of payment to Enact’s existing and future obligations that are expressly subordinated in right of payment to the notes; effectively subordinated to any of Enact’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future liabilities, including secured borrowings, claims with respect to insured policies and trade payables, of its subsidiaries, as well as the guarantee obligations of our direct subsidiary Enact Mortgage Holdings, LLC with respect to our revolving credit facility and any future guarantees by our subsidiaries of other Enact indebtedness.

The notes will not be listed on any securities exchange or automated dealer quotation system.

Investing in the notes involves risks. You should carefully consider the discussion under “Risk Factors” beginning on page S-5 of this prospectus supplement, on page 5 of the accompanying prospectus and in the reports we file with the Securities and Exchange Commission (“SEC”) that are incorporated by reference into this prospectus supplement and the accompanying prospectus.

Neither the SEC nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Note	Total
Public offering price⁽¹⁾	99.953%	$749,647,500
Underwriting discount	0.600%	$4,500,000
Proceeds to Enact Holdings, Inc. (before expenses)⁽¹⁾	99.353%	$745,147,500

(1)	Plus accrued interest, if any, from, and including, May 28, 2024, if delivery of the notes occurs after that date.

The underwriters expect to deliver the notes to purchasers in registered book-entry form through the facilities of The Depository Trust Company (“DTC”) for the accounts of its participants, including Clearstream Banking, société anonyme (“Clearstream”), and Euroclear Bank S.A./N.V. (“Euroclear”), as operator of the Euroclear System, and its indirect participants, against payment in New York, New York on or about May 28, 2024. See “Underwriting—Alternative Settlement Cycle.”

Joint Book-Running Managers

J.P. Morgan			Citigroup			Goldman Sachs & Co. LLC
Barclays						Truist Securities

Prospectus Supplement dated May 22, 2024

			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-iii
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS			S-iv
SUMMARY			S-1
THE OFFERING			S-2
RISK FACTORS			S-5
USE OF PROCEEDS			S-9
CAPITALIZATION			S-10
DESCRIPTION OF OTHER INDEBTEDNESS			S-11
DESCRIPTION OF THE NOTES			S-12
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS			S-20
UNDERWRITING			S-24
LEGAL MATTERS			S-30
EXPERTS			S-30
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			S-31

			Page
About this Prospectus			1
Where You Can Find More Information			1
Forward-Looking Statements			2
Incorporation by Reference			3
The Company			4
Risk Factors			5
Use of Proceeds			6
General Description of the Offered Securities			7
Description of the Debt Securities			7
Description of Our Other Offered Securities			23
Selling Securityholders			23
Plan of Distribution			24
Validity of the Securities			24
Experts			24

	March 31, 2024 (in thousands)
	Actual	As Adjusted⁽³⁾
Cash and cash equivalents	$614,330	$584,527
Senior Notes:
6.500% Senior Notes due 2025⁽¹⁾	746,090	—
6.250% Senior Notes due 2029 offered hereby⁽²⁾	—	742,322
Total debt	746,090	742,322
Stockholders’ Equity:
Common Stock, par value $.01 per share; 600,000 shares authorized; 157,704 issued and outstanding	1,577	1,577
Additional paid-in capital	2,264,198	2,264,198
Accumulated other comprehensive (loss) income	(237,477)	(237,477)
Retained earnings	2,685,466	2,669,713
Total Stockholders’ Equity	4,713,764	4,698,011
Total Capitalization	$5,459,854	$5,440,333

Underwriter			Principal Amount of Notes
J.P. Morgan Securities LLC			$262,500,000
Citigroup Global Markets Inc.			187,500,000
Goldman Sachs & Co. LLC			187,500,000
Barclays Capital Inc.			56,250,000
Truist Securities, Inc.			56,250,000
Total			$750,000,000