Essent Group Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Essent Group Ltd.

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(Name of Registrant as Specified In Its Charter)​

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 .

Notice of Annual General Meeting of Shareholders

To Our Shareholders:

You are cordially invited to attend the 2026 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 6, 2026.

At the 2026 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 III directors to serve through the 2029 Annual General Meeting of Shareholders;

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(2)

ratification of the re-appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026 and until our 2027 Annual General Meeting of Shareholders, and the referral the determination of the auditors’ compensation to the Board of Directors;

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(3)

a non-binding, advisory resolution on executive compensation; and

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(4)

such other business that may properly come before the Annual Meeting.

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You will be able to attend and participate in the Annual Meeting online by visiting https://edge.media-server.com/mmc/p/pfq2c664 on 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 passcode, essent2026 (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 2026 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) Limited

Secretary

Proxy Statement for the

2026 Annual General Meeting of Shareholders

Wednesday, May 6, 2026​

8:00 a.m. Atlantic Daylight Time

Live via the Internet originating from Bermuda

Please visit: https://edge.media-server.com/mmc/p/pfq2c664

Passcode: essent2026 (case sensitive)​

The 2026 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 III directors to serve through the 2029 Annual General Meeting of Shareholders;

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(2)

ratification of the re-appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026 and until our 2027 Annual General Meeting of Shareholders, and the referral the determination of the auditors’ compensation to the Board of Directors;

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(3)

a non-binding, advisory resolution on executive compensation; and

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(4)

such other business that may properly come before the Annual Meeting.

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Only holders of record of our common shares, par value $0.015 per share, as of the close of business on March 6, 2026 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 visiting https://edge.media-server.com/mmc/p/pfq2c664 on 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 passcode, essent2026 (case sensitive). There is no physical location for the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL GENERAL MEETING OFSHAREHOLDERS TO BE HELD ON MAY 6, 2026: The Notice of Annual General Meeting of Shareholders, Proxy Statement and 2025 Annual Report to Shareholders are available atwww.essentgroup.com. These documents are first being mailed to shareholders on or about March 26, 2026. Our 2025 Annual Report to Shareholders, including our Annual Report on Form 10-K for the year ended December 31, 2025, is not part of the proxy soliciting material.