Enact 8K Amendments to Articles of Incorporation or Bylaws

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 5, 2024

Enact Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40399

46-1579166

(State or other Jurisdiction of

(Commission

(IRS Employer

Incorporation)

File Number)

Identification No.)

8325 Six Forks Road

Raleigh, North Carolina 27615

(919) 846-4100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	ACT	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.03			Amendments to Articles of Incorporation or Bylaws;

On December 5, 2024, the Board of Directors (the “Board”) of Enact Holdings, Inc. (the “Company”) unanimously adopted Amended and Restated Bylaws of the Corporation (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.

The Amended and Restated Bylaws, among other things:

•Revise the current process and disclosure requirements for stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and for calling a special meeting of stockholders, including to clarify the scope of certain information and materials required regarding proposing stockholders, proposed nominees, and other related persons;

•Provide that any stockholder soliciting proxies from other stockholders must certify that they have complied with Rule 14a-19 under the Exchange Act;

•Clarify that any determination made by the chairperson of a stockholder meeting that nominations or proposals of other business were not properly brought before the meeting in accordance with the Amended and Restated Bylaws is subject to the supervision of the Board;

•Clarify that any proposing stockholder and other related persons thereof must also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in the Amended and Restated Bylaws’ advance notice provisions; and

•Make other routine, ministerial and conforming changes.

The foregoing summary of the amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits.


Exhibit Number

3.1						Amended and Restated Bylaws of Enact Holdings, Inc., effective as of December 5, 2024

104						Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	Enact Holdings, Inc.

	By:	/s/ Hardin Dean Mitchell
		Name:	Hardin Dean Mitchell
		Title:	Executive Vice President, Chief Financial Officer and Treasurer
Dated: December 9, 2024

Enact (ACT) 8-KAmendments to Articles of Incorporation or Bylaws