UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 1, 2022
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction of | (Commission | (IRS Employer | ||||||||||||
| Incorporation) | File Number) | Identification No.) | ||||||||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K/A (Amendment) is being filed as an amendment to the Current Report on Form 8-K filed by Enact Holdings, Inc. on November 1, 2022. The sole purpose of this Amendment is to add Inline eXtensible Business Reporting Language tagging to the cover page of the Form 8-K and to furnish Exhibit 104 relating to the same. All other information in the Form 8-K and exhibits thereto remain unchanged.
| Item 2.02 | Results of Operations and Financial Condition. | ||||
On November 1, 2022, Enact Holdings, Inc. (the “Company”) issued (1) a press release announcing its financial results for the quarter ended September 30, 2022, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, and (2) a financial supplement for the quarter ended September 30, 2022, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information contained in Item 2.02 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the company under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information contained in Item 2.02 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
| Item 8.01 | Other Events | ||||
On November 1, 2022, the Board of Directors of the Company declared a special cash dividend of $183 million, or $1.12 per share. The dividend is expected to be paid on December 6, 2022 to the Company’s shareholders of record as of the close of business on November 18, 2022.
On November 1, 2022, the Board of Directors of the Company also announced the authorization of a share repurchase program of up to $75 million of the Company’s outstanding shares of common stock. A copy of the press release announcing the special cash dividend and share repurchase program is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. | ||||
The following materials are furnished as exhibits to this Current Report on Form 8-K:
| Exhibit Number | ||||||||
Press Release dated November 1, 2022- Financial results (previously furnished as Exhibit 99.1 to this Form 8-K) | ||||||||
Financial Supplement for the quarter ended September 30, 2022 (previously furnished as Exhibit 99.2 to this Form 8-K) | ||||||||
| Press Release dated November 1, 2022- Special dividend and share repurchase program (previously furnished as Exhibit 99.3 to this Form 8-K) | ||||||||
| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document) | |||||||
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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: November 4, 2022 | |||||||||||
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