05/19/2026 | Press release | Distributed by Public on 05/19/2026 16:54
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units - Performance Award | (2) | 05/15/2026 | M | 17,253(1) | 05/15/2026 | (9) | Common Stock | 17,253 | (9) | 0 | D | ||||
| Restricted Stock Units - Time-based Award | (2) | 05/15/2026 | M | 2,624(4) | 05/15/2026 | (9) | Common Stock | 2,624 | (9) | 0 | D | ||||
| Restricted Stock Units - Time-based Award | (2) | 05/15/2026 | M | 2,557(5) | 05/15/2026 | (9) | Common Stock | 2,557 | (9) | 2,557 | D | ||||
| Restricted Stock Units - Time-based Award | (2) | 05/15/2026 | M | 3,226(6) | 05/15/2026 | (9) | Common Stock | 3,226 | (9) | 6,454 | D | ||||
| Restricted Stock Units - Performance Award | (2) | 05/15/2026 | M | 780(7) | 05/15/2026(10) | (9) | Common Stock | 780 | (9) | 18,733(11) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Dickerson Mary RADIAN GROUP INC. 550 E. SWEDESFORD ROAD, #350 WAYNE, PA 19087 |
Sr. EVP, CPO & COO | |||
| Elizabeth Diffley /s/, Elizabeth Diffley, (POA) Atty-in-fact | 05/19/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents distribution of shares of common stock upon the vesting of performance-based RSUs that were granted May 11, 2022, which vested on May 15, 2025 subject to a one-year post-vest hold. |
| (2) | Each RSU represents a contingent right to receive one share of common stock. |
| (3) | Includes an aggregate 747 shares of common stock acquired through the Radian Group Inc. Employee Stock Purchase Plan between June 30, 2025 and December 31, 2025. |
| (4) | Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 17, 2023. |
| (5) | Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 22, 2024. |
| (6) | Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 21, 2025. |
| (7) | Pursuant to the terms of the Company's equity incentive plan, represents the shares distributed to satisfy the tax liability incurred upon the vesting of the performance-based RSU award granted May 17, 2023, which are subject to a one-year post vest holding period. |
| (8) | Pursuant to the terms of the Company's equity incentive plan, represents shares withheld by the Company to satisfy the tax liability incurred upon: (a) the distribution of the time-based RSUs granted on May 17, 2023, May 22, 2024, and May 21, 2025; (b) the vesting of 19,513 performance-based RSUs granted May 11, 2022, net of which remain subject to a one year post-vest hold; and (c) the distribution of the performance-based RSUs granted May 11, 2022, following completion of the one-year hold period after vesting of the RSUs. |
| (9) | Not Applicable |
| (10) | Vesting occurred on May 15, 2026, based on satisfaction of performance metrics. |
| (11) | Pursuant to the terms of the Company's equity incentive plan, represents net shares subject to a one-year post vest hold upon vesting of 19,513 performance-based RSUs granted May 12, 2023. |