Proxy Statement For 2025 Annual General Meeting Of Shareholders

Essent Group Ltd. Clarendon House 2 Church Street

Hamilton HM11, Bermuda

Notice of Annual General Meeting of Shareholders

To Our Shareholders:

You are cordially invited to attend the 2025 Annual General Meeting of Shareholders of Essent Group Ltd., a Bermuda limited company, which will be held via a live webcast originating from Bermuda at 8:00 a.m. Atlantic Daylight Time on May 7, 2025.

Date:

May 7, 2025

Time:8:00 a.m., Atlantic Daylight Time

Location:

Live via the Internet originating from Bermuda. Please visit:https://web.lumiconnect.com/209457238

At the 2025 Annual General Meeting of Shareholders, shareholders of record as of the close of business on the record date will be asked to consider and vote upon the following matters, as more fully described in the Proxy Statement:

• (1) election of three Class II directors to serve through the 2028 Annual General Meeting of Shareholders;

• (2) ratification of the re-appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025 and until our 2026 Annual General Meeting of Shareholders, and the referral the determination of the auditors' compensation to the Board of Directors;

• (3) a non-binding, advisory resolution on executive compensation; and

• (4) such other business that may properly come before the Annual Meeting.

You will be able to attend and participate in the Annual Meeting online by visitinghttps://web.lumiconnect.com/209457238on the meeting date at the time described above and in the accompanying proxy statement. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials, and the meeting password, essent2025 (case sensitive). There is no physical location for the Annual Meeting.

Your vote is important to us. To ensure that your shares are represented at the 2025 Annual General Meeting of Shareholders, whether or not you plan to participate in the virtual Annual Meeting, we encourage you to vote your shares electronically via the Internet, by telephone or, if you receive a paper copy of the proxy materials, by signing, dating and completing the accompanying proxy card in the enclosed postage-paid envelope. Voting electronically via the Internet, by telephone, or by returning your proxy card in advance of the meeting does not deprive you of your right to participate in the virtual Annual Meeting. If you participate in the virtual Annual Meeting, you may vote your shares in person, even if you have previously submitted a proxy in writing, by telephone or via the Internet. Our Proxy Statement includes additional instructions on voting procedures for shareholders whose shares are held by a brokerage firm or other custodian.

By order of the Board of Directors,

Conyers Corporate Services (Bermuda) LimitedSecretary

Proxy Statement for the

2025 Annual General Meeting of Shareholders

Wednesday, May 7, 2025

8:00 a.m. Atlantic Daylight Time

Live via the Internet originating from Bermuda

Please visit:https://web.lumiconnect.com/209457238Passcode: essent2025 (case sensitive)

The 2025 Annual General Meeting of Shareholders (the "Annual Meeting") of Essent Group Ltd. ("Essent," "we," "us," "our" or the "Company") will be held to consider and vote upon the following matters:

• (1) election of three Class II directors to serve through the 2028 Annual General Meeting of Shareholders;

• (2) ratification of the re-appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025 and until our 2026 Annual General Meeting of Shareholders, and the referral the determination of the auditors' compensation to the Board of Directors;

• (3) a non-binding, advisory resolution on executive compensation; and

• (4) such other business that may properly come before the Annual Meeting.

Only holders of record of our common shares, par value $0.015 per share, as of the close of business on March 7, 2025 are entitled to notice of and to vote at the Annual Meeting or at any postponement or adjournment of the Annual Meeting.

Our Board of Directors knows of no other business that will be presented for consideration at the Annual Meeting. If any other matter should be properly presented at the Annual Meeting or any postponement or adjournment of the Annual Meeting for action by the shareholders, the persons named in the proxy card will vote the proxy in accordance with their discretion on such matter.

You will be able to attend and participate in the Annual Meeting online by visitinghttps://web.lumiconnect.com/209457238on the meeting date at the time described above and in the accompanying proxy statement. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials, and the meeting password, essent2025 (case sensitive). There is no physical location for the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 2025: The Notice of Annual General Meeting of Shareholders, Proxy Statement and 2024 Annual Report to Shareholders are available atwww.essentgroup.com. These documents are first being mailed to shareholders on or about March 25, 2025. Our 2024 Annual Report to Shareholders, including our Annual Report on Form 10-K for the year ended December 31, 2024, is not part of the proxy soliciting material.

Table of Contents

PROXY STATEMENT SUMMARY

2025 Annual General Meeting of Shareholders Information

2024 Financial Highlights

2024 Compensation Highlights

Serving the U.S. Housing Finance System

A Measured Approach to Capital Management Commitment to Sustainability Best Practices

1 EXECUTIVES AND EXECUTIVE COMPENSATION 26

1 Current Executive Officers 26

2 Compensation Discussion and Analysis 28

3 Compensation Committee Report 39

3 Summary Compensation Table 40

4 Grants of Plan Based Awards Table 41

4 Narrative Disclosure to Summary Compensation Table and

PROPOSAL NO. 1: ELECTION OF DIRECTORS 8

DIRECTOR CRITERIA, QUALIFICATIONS, EXPERIENCE AND

TENURE 9

Annual Board Evaluation Process 10

Shareholder Nominees for the Board of Directors 10

Information Concerning Directors and Director Nominees 11 Nominees for Election as Class II Directors for a Three-Year

Term Continuing Until the 2028 Annual General Meeting of

Shareholders 12 Directors With Terms That Do Not Expire at the Annual

Meeting 14

THE BOARD OF DIRECTORS AND ITS COMMITTEES 18

Role of the Board 18

Board Leadership Structure 18

Determination of Director Independence 19

Board Committees and their Roles 19

CORPORATE GOVERNANCE 22

Corporate Governance Guidelines 22

Code of Business Conduct and Ethics 22

Succession Planning 22

Share Ownership Guidelines 22

Insider Trading Policy 23

No Hedging Policy 23

Clawback Policy 23

Compensation Committee Interlocks and Insider Participation 23 Availability of Committee Charters; Corporate Governance

Guidelines; and Code of Business Conduct and Ethics 23 Communications with our Board of Directors and Non-

Employee Directors 23

Board of Directors' Role in Risk Oversight 24

Director Compensation 24

Grants of Plan-Based Award Table 42

Outstanding Equity Awards at Fiscal Year-End 43

Option Exercises and Stock Vested 46

Pension Benefits 46

Non-Qualified Deferred Compensation 46

Potential Payments upon Termination or Change in Control 47

Pay vs. Performance 51

CEO Pay Ratio 54

COMMON SHARE OWNERSHIP BY DIRECTORS AND

EXECUTIVE OFFICERS 55

PRINCIPAL BENEFICIAL OWNERS OF SHARES 56

PROPOSAL NO. 2: RE-APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND REFERRAL OF THE DETERMINATION OF THE AUDITORS'

COMPENSATION TO THE BOARD OF DIRECTORS 57

Required Vote and Recommendation 57

Fees Paid to Independent Registered Public Accounting Firm 58

Pre-Approval of Services 58

Report of the Audit Committee 59

PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE

COMPENSATION 60

ADDITIONAL INFORMATION 61

Certain Relationships and Related Party Transactions 61

Annual Report to Shareholders 62

Other Business at the Annual Meeting 62

Delinquent Section 16(a) Reports 62 Shareholder Proposals for the 2026 Annual General Meeting

of Shareholders 63

FREQUENTLY ASKED QUESTIONS ABOUT THE 2025

ANNUAL MEETING 64

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement, before voting.

2025 Annual General Meeting of Shareholders

Date:

May 7, 2025

Voting Matters

ITEMS OF BUSINESS

Time:8:00 a.m., Atlantic Daylight Time

1 2 3

Election of Class II DirectorsRatification of Re-appointment of PricewaterhouseCoopers LLP as Independent Auditors

Advisory Vote on Executive Compensation

Location:

Live via the Internet originating from Bermuda. Please visit:https://web.lumiconnect.com/209457238

BOARD RECOMMENDATION

FOR

each Director Nominee

PROXY STATEMENT DISCLOSURE

Page 8

FOR

Page 57

FOR

Page 60

How To Vote

You may vote at the Annual Meeting in any of the following ways:

INTERNET

Go towww.voteproxy.com. You will need the control number included in your

Proxy Card.

TELEPHONE

Dial (800) 776-9437 (toll-free in US)

or (201) 299-4446 (outside US).

You will need the control number included in your

Proxy Card.

MAIL

Mark, sign and date your Proxy Card and retuit in the postage paid envelope provided.

IN PERSONShareholders who own their shares in street name may vote in person at the virtual Annual Meeting only if they provide a legal proxy, executed in their favor, from the holder of record of their shares.

See the section of this proxy statement entitled "Frequently Asked Questions about the 2025 Annual Meeting" beginning on page 64 for more information regarding the Annual Meeting, how you may vote your shares at the Annual Meeting, and other matters relating to the Annual Meeting.

2024 Financial Highlights

Essent continued to deliver strong financial results in 2024. In 2024, we earned $729 million or $6.85 per diluted share, compared to net income of $696 million or $6.50 per diluted share in 2023, while generating a 14% retuon average equity. Total revenues increased by 12% to $1.2 billion in 2024, attributable to a 2% growth of the mortgage insurance (MI) insurance-in-force (IIF), a 19% increase in net investment income, and the inclusion of a full year of title insurance revenues. Our book value per share grew by approximately 11%, ending the year with GAAP equity of $5.6 billion.

With an MI franchise levered to the economy and housing, credit remains the primary driver of our results. The MI industry has benefited from the post-GFC regulatory credit guardrails, which are firmly in place today. The credit quality of our IIF continues to be strong, with a weighted average FICO® of 746, a weighted average original LTV of 93%, and limited layered risks. Our MI portfolio default rate ended 2024 at 2.27% compared to 1.80% at the end of 2023, reflecting the aging of our IIF and normalization of credit performance. Defaults identified as relating to Hurricanes Helene and Milton increased our MI portfolio default rate by approximately 0.25%.

From the perspective of interest rates, as a portfolio business, MI is less dependent on rate-impacted transaction activities than other sectors within the housing ecosystem. Despite a challenging origination environment in 2024, we wrote $46 billion of new insurance written (NIW), ending the year with $244 billion of IIF, up 2% from a year ago. Our in-force MI book has a weighted average note rate of 4.9%, and nearly 60% of the book has a note rate of 5.5% or lower. Ending the year with 12-month persistency of 86%, we expect persistency to remain elevated in the current rate environment, which helps support the duration of earned premiums.

High interest rates continued to be a tailwind for investment income. We generated net investment income of $222 million in 2024, up 19% from 2023. The size of our investment portfolio continued to grow, and we ended the year with total investments and cash of $6.3 billion compared to $5.7 billion a year ago.

Although mortgage origination activity continues to remain significantly below historical levels, we anticipate that home buying demand is merely being postponed given the rate environment. Our long-term outlook for housing remains constructive, as continued undersupply and favorable demographic trends should provide foundational support to home prices. While there is always uncertainty in the economic environment, given the strength of our balance sheet and our "buy, manage and distribute" operating model, we believe that Essent is well positioned for a range of economic scenarios.

2024 Compensation Highlights

We maintain strong compensation governance practices that we believe support our pay-for-performance principles and align management incentives with the interests of our shareholders. We emphasize performance-based compensation that appropriately rewards our executives for delivering financial, operational and strategic results that meet or exceed pre-established goals. Consistent with prior years, our pay program continued to consist of three key elements significantly weighted to pay-for-performance: base salary; annual cash incentive tied to key operational and strategic goals; and long-term incentive awards linked to our common shares.

In keeping with that philosophy and consistent with prior years, a substantial majority of the compensation paid to our President and Chief Executive Officer and other named executive officers for 2024 was performance-based:

President and Chief Executive Officer

Other Named Executives (on average)

77%Total Performance Based

We believe that retaining productive employees is imperative to a sustainable model. As with our most senior executives, we also strongly believe that all employees should make good decisions, "do the right thing" and "act like owners". To that end, we awarded equity share grants in 2023 to all of our employees that vest over a three-year period (the fourth time that we have made an employee-wide grant since Essent's founding in 2008). In early 2024, we awarded equity grants to all of the employees of our recently acquired title insurance business. As a result, a substantial majority of our current workforce holds our shares directly or through future-vesting awards.

Serving The U.S. Housing Finance system

We take great pride in serving the housing market by providing private MI, an affordable solution to one of the greatest hurdles for homeownership, accumulating a 20% downpayment. In 2024, we enabled approximately 171,000 borrowers to purchase a home orrefinance their mortgage. Over 60% of low-down payment mortgages insured by Essent allowed first-time homebuyers to achieve their "American Dream". We continue to leverage EssentEDGE®, our proprietary credit engine and an effective risk management tool, to deliver our best rates to borrowers and optimize our unit economics and risk adjusted returns.

Essent Re had another solid year of performance in 2024. In addition to reinsuring our U.S. MI business through a 35% affiliate quota share agreement, Essent Re participates in risk-share transactions with Fannie Mae and Freddie Mac (the GSEs) and other third parties, while providing fee-based agency services to reinsurer clients. Since 2014, Essent Re has earned over $450 million of net income from its third-party business and has contributed approximately $800 million to Essent's book value.

2024 was the first full year of our title insurance operation since the 2023 acquisition. Essent Title incurred a modest pre-tax loss in a challenging operating environment with elevated mortgage rates and limited origination volume. While we continue to maintain a long-term view for the title business, given it is levered to rates, we do not expect it will have a material impact on earnings in the near term.

A Measured Approach to Capital Management

As a steward for your capital, we are cognizant of the optionality around the capital levers of maintaining a strong balance sheet, growing our core business, investing in our future, rewarding our shareholders and delivering strong operating returns.

To ensure that we always operate from a position of strength, we maintain a conservative balance sheet, with the lowest debt-to-capital ratio in the industry at 8% and $1.5 billion of total liquidity at the holding companies at the end of 2024, including $1 billion of net cash and investments plus $500 million of undrawn revolving capacity. In the meantime, we hedge our portfolio with programmatic reinsurance, including $1.6 billion of insurance-linked notes (ILN) and excess-of-loss (XOL) protection, and ceding $8.6 billion of risk-in-force (RIF) to quota share (QS) reinsurance.

While we have a "retain and reinvest" mindset, we look to strike a balance between retaining sufficient excess capital to preserve optionality for strategic investments and returning capital to enhance shareholder returns and operating ROE. In 2024, we paid $118 million to shareholders as dividends and repurchased 1.9 million ESNT shares for $103 million. Since 2021, we have returned approximately $800 million of capital to our shareholders in the form of dividends and share repurchases.

Looking forward, the strength of our operating model and the stability of Essent's cash flow combined with a slowdown in the growth of the MI business given the rate environment provides us an opportunity to contemplate greater capital efficiency through the returning of capital to shareholders. Our Board approved an 11% increase in Essent's quarterly dividend to $0.31 per share for March 2025, marking the sixth consecutive year that we have increased our dividend to shareholders. Further, in February 2025, our Board approved a new $500 million share repurchase authorization that runs through year-end 2026.

Commitment to Sustainability Best Practices

Essent's mission is to serve as a trusted, best-in-class partner by responsibly offering private mortgage insurance, reinsurance, and title insurance and settlement services to serve the housing finance industry. Having a home provides a sense of security, well-being and belonging. The very core of what we do enables more people to buy their own homes, creating a positive ripple effect throughout their communities.

Under the direction of our Chief Executive Officer and Board of Directors, we are committed to supporting sustainability initiatives that are relevant to the Company and align with our company-wide dedication to responsible corporate citizenship that positively impacts the communities and people served. The strength of our balance sheet and operating model helps Essent to fulfill our mission to support affordable and sustainable homeownership. We remain committed to helping borrowers achieve home ownership. We continue to believe that Essent and our industry can play a greater role in leveraging private capital to support a strong and robust housing finance system while mitigating taxpayer risk.

Our continued success is directly related to our commitment to our core values-Integrity, Service, Innovation and Community. These values are the building blocks of our business and our ESG practices. Our annually published sustainability report provides more information on how we are delivering on our ESG commitment to our employees, our business partners and our community.

As a responsible corporate citizen, Essent is dedicated to Service and Community. Our practices make a difference in the communities where we live and work. Our corporate giving program and employee volunteer program are designed to sponsor national and local community organizations with a focus on children, education, health and housing. Embedded within the core of our MI business is a more inclusive future, and our dedication to responsible corporate stewardship is critical to our long-term success-doing the right thing is and will always be at the forefront of our mission.

Corporate Governance Practices

Essent has a strong top-down approach to ESG. Our Board is very active and has formal oversight over our environmental awareness, cybersecurity, corporate culture, employee engagement, diversity and community commitment. The charter of our Nominating, Governance and Corporate Responsibility Committee emphasizes that committee's responsibility for the "governance" and "environmental" aspects ofthe Company's sustainability programs, while the role of the Compensation Committee includes overseeing the "social" aspects of the Company's sustainability programs, including receiving periodic updates from the Company's management responsible for significant "social" activities. Our Corporate Governance Guidelines further detail the Board's oversight of technology, innovation and cyber risk, and continued commitment to diversity and inclusion.

At the highest level, we believe that our Board has adopted a set of corporate governance and executive compensation standards that exemplify our commitment to sound governance practices:

GOVERNANCE BEST PRACTICE

Size of Board

Number of Independent Directors Board Independence Standards Lead Independent Director Majority Voting for Directors Cumulative Voting

ESSENT9 8

NYSE standards Yes

Yes No

Shareholder Right to Call Special Meeting

Yes, by shareholders holding greater than 10% of outstanding shares

Poison Pill

No

Board Meeting Attendance No Over-Boarding

Nearly 100% attendance in 2024 Yes

Regularly Schedules Executive Session of Independent Directors Policy Prohibiting Insider Hedging of Company Shares

Annual Equity Grant to Non-Employee Directors Clawback Policy

Yes Yes Yes

Our equity plan provides that all awards will be subject to clawbacks, and executives consent in employment agreements to clawbacks. In 2023, we adopted a clawback policy consistent with the rules of the SEC and the NYSE.

Code of Business Conduct and Ethics for Directors, Officers, and Employees

Yes

No Separate Change in Control Agreement for CEO

Terms of CEO's change in control provisions in his employment and equity award agreements are substantively identical to those of Messrs. Curran and Bhasin and Ms. Gibbons

No Automatic Accelerated Vesting of Equity Awards

Yes

Double Trigger for Change in Control for Time-Vesting Awards No Excise Tax Assistance

Yes

No gross-up payments for any excise taxes payable upon a change in control

Frequency of Say on Pay

No Re-pricing of Options and SARs without Shareholder Approval Minimum Vesting Period of Equity Awards

Annually Yes

Minimum 1 year vesting period for equity awards (and all executives have had a minimum 3 year vesting period since 2016)

Share recycling

Stock Ownership Guidelines for Executive Officers

No liberal share recycling CEO-six times annual base salary

Other Senior Executives-two times annual base salary

Stock Ownership Guidelines for Non-Employee Directors

Use of Performance Shares as Element of Long Term Incentive Compensation

Five times annual cash compensation Yes

We have also formalized and adopted a number of internal policies with respect to corporate and institutional governance, including:

• • Anti-Corruption Policy

• • Anti-Money Laundering Awareness Policy

• • Anti-Trust Policy

• • Business Continuity and Disaster Recovery Policy

• • Code of Business Conduct and Ethics

• • Complaint Management Policy

• • Corporate Giving Policy

• • Prevention of Discrimination & Harassment Policy

• • Fitness for Duty Policy

• • Fraud Policy & Procedures

• • Gift & Entertainment Policy

• • Government Relations and Political Activities Policy

• • Human Rights and Labor Policy

• • Identity Theft Prevention Policy

• • Information Security Program Policy

• • Insider Trading Policy

• • Media and External Communications Policy

• • Privacy Policy

• • Related Person Transaction Policy

• • Statement of Freedom of Association, Right to Collective Bargaining

• • Third Party Vendor Code of Conduct

• • Vulnerability Management Policy

• • Whistleblower Policy

Our Board of Directors is committed to increasing the diversity of representation on the Board. We currently have two highly qualified female directors who bring with them particularly notable experience in the information technology, cybersecurity, and insurance and risk management fields. In addition, we continue to identify potential new diverse candidates to serve on our Board, including a highly qualified female candidate nominated for election to our Board at the Annual Meeting who has significant management and operational experience in the insurance and reinsurance industries.

We believe that engaging with investors is fundamental to our commitment to good governance. Throughout the year, we seek opportunities to engage in two-way conversations with our investors to gain and share valuable insights into current and emerging business strategies and trends. During 2024, we held approximately 130 meetings with shareholders whose ownership represented approximately 79% of shares outstanding as of the end of 2024 to discuss various key corporate financial and operational matters. Topics discussed included our credit performance, capital management philosophy, and our risk management practices including around underwriting risk, investment risk and regulatory compliance risk, among others. These meetings were conducted in person, via teleconference or at industry conferences.

Social Issues and Human Capital

We have approximately 625 employees as of December 31, 2024 working from primary offices in Pennsylvania, Missouri, New York, North Carolina, Virginia and Bermuda, as well as remotely throughout the United States. We provide competitive benefits that promote the health of our employees and their families and design compelling job opportunities, aligned with our mission, in a fast-paced, results-focused work environment. We offer varied employee training, development, mentorship and leadership opportunities and encourage our employees to continue to develop in their careers.

At Essent, we realize that continuous engagement with our employees is vital to driving successful, meaningful outcomes. Engagement surveys are conducted periodically and allow us to identify areas of strength and opportunities for improvement to ensure continued satisfaction and retention of our employees. CEO-led town hall style meetings are held regularly with our employees, covering topics such as business strategy and outlook, the competitive landscape, and emerging industry trends, and include a question-and-answer session with management. We believe that this format facilitates strong and productive conversations across our organization. As a result of our ongoing commitment to employee engagement and satisfaction, we have had an average annual employee retention rate of approximately 95% over the past 5 years.

We are focused on cultivating a diverse and inclusive culture where our employees can freely bring diverse perspectives and varied experiences to work. We seek to hire and retain highly talented employees and empower them to create value for our shareholders. In our employee recruitment and selection process and operation of our business, we adhere to equal employment opportunity policies and encourage the participation of our employees in training programs that will enhance their effectiveness in the performance of their duties.

Our commitment to good corporate citizenship extends to supporting the communities that we serve. Our Board of Directors, management and employees are committed to transforming our communities by leveraging the power of our Company. We partner with charitable organizations, make donations, and connect our employees with volunteer opportunities to better their communities. Essent's charitable contributions focus in particular on housing, education, children and health.

Our employees volunteer their time and talents to support local charities and community organizations. We encourage charitable giving by employees by providing a 1:1 match of donations to 501(c)(3) organizations, up to $1,000 per employee per year.

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Disclaimer

Essent Group Ltd. published this content on March 25, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 25, 2025 at 20:46:51.970.