# Radian Group (RDN) 10-Q SEC filing - Q2 FY2026
- Filed: Aug 7, 2026, 4:17 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001193125-26-340290
- OpenCapital page: https://www.opencapital.sh/filings/0001193125-26-340290
- Markdown URL: https://www.opencapital.sh/filings/0001193125-26-340290.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/0001193125-26-340290-index.htm
## Filing documents
- [10-Q (rdn-20260630.htm)](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-20260630.htm)
- [EX-10.1 2026 PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (BOOK VALUE (rdn-ex10_1.htm)](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_1.htm)
- [EX-10.2 2026 TIME-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (BOOK VALUE) UNDER (rdn-ex10_2.htm)](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_2.htm)
- [EX-10.5 FORM OF EXECUTIVE OFFICER 2026 PERFORMANCE-BASED RESTRICTED STOCK UNIT G (rdn-ex10_5.htm)](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_5.htm)
- [EX-10.6 FORM OF EXECUTIVE OFFICER 2026 TIME-BASED RESTRICTED STOCK UNIT GRANT AG (rdn-ex10_6.htm)](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_6.htm)
- [EX-10.7 FORM OF 2026 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT LETTER (rdn-ex10_7.htm)](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_7.htm)
- [EX-10.11 RADIAN GROUP INC. 2026 INDUCEMENT GRANT EQUITY PLAN, AS AMENDED AS OF A (rdn-ex10_11.htm)](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_11.htm)
- [EX-10.12 FORM OF RESTRICTIVE COVENANTS AGREEMENT BY AND BETWEEN THE REGISTRANT A (rdn-ex10_12.htm)](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_12.htm)
- [EX-10.13 FORM OF SEVERANCE AGREEMENT BY AND BETWEEN THE REGISTRANT AND CERTAIN E (rdn-ex10_13.htm)](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_13.htm)
- [EX-10.16 AMENDMENT TO R. THORNBERRY EMPLOYMENT AGREEMENT (rdn-ex10_16.htm)](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_16.htm)
- [EX-10.17 CONSULTING AGREEMENT BETWEEN RADIAN GROUP INC. AND RICHARD G. THORNBERR (rdn-ex10_17.htm)](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_17.htm)
- [EX-31 (rdn-ex31.htm)](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex31.htm)
- [EX-32 (rdn-ex32.htm)](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex32.htm)
---
## 10-Q
SEC source: [rdn-20260630.htm](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-20260630.htm)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-11356
Radian Group Inc.
(Exact name of registrant as specified in its charter)
Delaware 23-2691170
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
550 East Swedesford Road, Suite 350, Wayne, PA 19087
(Address of principal executive offices) (Zip Code)
(215) 231-1000
(Registrant’s telephone number, including area code)
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, $0.001 par value per share RDN New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 132,301,318 shares of common stock, $0.001 par value per share, outstanding on August 5, 2026.
### Table of Contents
| | | Page |
| --- | --- | --- |
| [Glossary of Abbreviations and Acronyms for Selected References](#glossary_of_abbreviations_and_acronyms) | | 3 |
| [Cautionary Note Regarding Forward-Looking Statements—Safe Harbor Provisions](#cautionary_note_regarding_forwardlooking) | | 7 |
| PART I—FINANCIAL INFORMATION | | |
| Item 1 | [Financial Statements (Unaudited)](#item_1_financial_statements) | 10 |
| Item 2 | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_2_mda) | 59 |
| Item 3 | [Quantitative and Qualitative Disclosures About Market Risk](#item_3) | 90 |
| Item 4 | [Controls and Procedures](#item_4) | 90 |
| PART II—OTHER INFORMATION | | |
| Item 1 | [Legal Proceedings](#item1_legal_proceedings) | 91 |
| Item 1A | [Risk Factors](#item1a_risk_factors) | 91 |
| Item 2 | [Unregistered Sales of Equity Securities and Use of Proceeds](#item2_unregistered_sales) | 91 |
| Item 5 | [Other Information](#item5_other_information) | 92 |
| Item 6 | [Exhibits](#item6_exhibits) | 94 |
| [Signatures](#signature) | | 96 |
2
Glossary of Abbreviations and Acronyms for Selected References
The following list defines various abbreviations and acronyms used throughout this report, including the Condensed Consolidated Financial Statements, the Notes to Unaudited Condensed Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.
A number of cross-references to additional information included throughout this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”) are also utilized throughout this report, to assist readers seeking additional information related to a particular subject.
Term Definition
ABS Asset-backed securities
Available Assets As defined in the PMIERs, assets primarily including the most liquid assets of a mortgage insurer, and reduced by, among other items, premiums received but not yet earned and reinsurance funds withheld
Claim Denial Our legal right, under certain conditions, to deny a claim
Claim Severity The total claim amount paid divided by the original coverage amount
CLO Collateralized loan obligations
Closing Date February 2, 2026, the date Radian consummated the acquisition of all of the shares of Inigo through Radian US Holdings Inc.
CMBS Commercial mortgage-backed securities
Combined Ratio The sum of each segment’s Loss Ratio and Expense Ratio
Corporate Radian’s category to report activities that include: (i) income (losses) from assets held by Radian Group; (ii) interest expense from debt issued by Radian Group; and (iii) general corporate operating expenses not attributable or allocated to our reportable segments, related primarily to corporate oversight activities
Cures Loans that were in default as of the beginning of a period and are no longer in default primarily because payments were received such that the loan is no longer 60 or more days past due
Default to Claim Rate The percentage of defaulted loans that are estimated to result in a claim submission
Eagle Re Issuer(s) A group of unaffiliated special purpose insurers (VIEs) domiciled in Bermuda, comprising a series of Eagle Re entities related to reinsurance coverage issued
Exchange Act Securities Exchange Act of 1934, as amended
Expense Ratio Calculated as each segment’s operating expenses (which consist of amortization of deferred policy acquisition costs and other operating expenses) expressed as a percentage of net premiums earned
FAL Funds at Lloyd’s, which represents assets deposited by a Lloyd’s member with Lloyd’s to support the member’s underwriting at Lloyd’s and that are held in trust and available to meet the member’s obligations in respect of policies written at Lloyd’s
FHA Federal Housing Administration
FHFA Federal Housing Finance Agency
FHLB Federal Home Loan Bank of Pittsburgh
FICO Fair Isaac Corporation (“FICO”) credit scores, for Radian’s portfolio statistics, represent the borrower’s credit score at origination and, in circumstances where there are multiple borrowers, the lowest of the borrowers’ FICO scores is utilized
GAAP Generally accepted accounting principles in the U.S., as amended from time to time
GSE(s) Government-Sponsored Enterprises (Federal National Mortgage Association a.k.a. “Fannie Mae” and Federal Home Loan Mortgage Corporation a.k.a. “Freddie Mac”)
IBNR Losses incurred but not reported
IIF Insurance in force is the aggregate unpaid principal balances of the underlying loans, as reported by mortgage servicers or estimated by us
3
Term Definition
Inigo Inigo Limited, a limited liability company incorporated in England and Wales, which, together with its subsidiaries, is a global specialty insurance and reinsurance company, underwriting through Syndicate 1301
Intercompany Note A $600 million intercompany note payable to Radian Guaranty by Radian Group, entered into on December 29, 2025, in exchange for proceeds from Radian Guaranty to help fund the Inigo acquisition. The note, which was approved by the Pennsylvania Insurance Department subject to certain terms and conditions, has a 10-year term and bears interest at 6.50% per annum.
LAE Loss adjustment expenses, which include the cost of investigating and adjusting losses and paying claims
Lloyd’s Lloyd’s of London is a global specialty insurance marketplace for insurance and reinsurance located in London, England
Loss Ratio Calculated as each segment’s provision for losses expressed as a percentage of net premiums earned
LTV Loan-to-value ratio, calculated as the ratio of the original loan amount to the original value of the property, expressed as a percentage
Master Repurchase Agreements Collectively, the agreements entered into by Radian’s Mortgage Conduit business with certain banks to finance the acquisition of mortgage loans and related mortgage loan assets
Minimum Required Asset(s) A risk-based minimum required asset amount, as defined in the PMIERs, calculated based on net RIF (RIF, net of credits permitted for reinsurance) and a variety of measures related to expected credit performance and other factors
Monthly and Other Recurring Premiums (or Recurring Premium Policies) Insurance premiums or policies, respectively, where premiums are paid on a monthly or other installment basis, in contrast to Single Premium Policies
Mortgage Radian’s mortgage insurance segment, operated primarily through Radian Guaranty, which provides credit-related insurance coverage for the benefit of mortgage lending institutions and mortgage credit investors, principally through private mortgage insurance on residential first-lien mortgage loans
Mortgage Conduit Radian’s mortgage conduit business, operated primarily through Radian Mortgage Capital, the wind-down of which is substantially complete
Mortgage QSR Program The credit risk protection obtained by Radian Guaranty in the form of quota-share reinsurance, under which the ceding company contractually cedes an agreed percentage of premiums and related losses on specified mortgage insurance policies (including certain new insurance written), subject to defined terms and conditions. The program consists of reinsurance agreements with panels of third-party reinsurers and provides for ceding commissions on ceded premiums earned and may include profit commissions based on the performance of the covered loans, including Loss Ratio thresholds.
Mortgage XOL Program The credit risk protection obtained by Radian Guaranty in the form of excess of loss reinsurance, that indemnifies the ceding company against loss in excess of a specific agreed level, up to a specified limit. The program includes reinsurance agreements with the Eagle Re Issuers in connection with various issuances of mortgage insurance-linked notes, as well as more traditional XOL reinsurance agreements with third-party reinsurers for which Radian Guaranty is the ceding insurer.
NIW New insurance written, representing the aggregate original principal amount of the mortgages underlying the Primary Mortgage Insurance
Parent Guarantees Separate parent guaranty agreements, entered into by Radian Group in connection with its Mortgage Conduit business, to guaranty the obligations of certain of its subsidiaries in connection with the Master Repurchase Agreements
Persistency Rate The percentage of IIF that remains in force over a period of time
4
Term Definition
PMIERs Private Mortgage Insurer Eligibility Requirements issued by the GSEs under oversight of the FHFA and updated by them from time to time to set forth requirements an approved insurer must meet and maintain to provide mortgage guaranty insurance on loans acquired by the GSEs
PMIERs Cushion Under PMIERs, Radian Guaranty’s excess of Available Assets over Minimum Required Assets
Pool Mortgage Insurance Insurance that provides a lender or investor protection against default on a group or “pool” of mortgages, rather than on an individual mortgage loan basis, generally subject to an aggregate exposure limit, or “stop loss” (usually between 1% and 10%), and/or deductible applied to the initial aggregate loan balance of the entire pool, pursuant to the terms of the applicable insurance agreement
Primary Mortgage Insurance Insurance that provides a lender or investor protection against default on an individual mortgage loan basis, at a specified coverage percentage for each loan, pursuant to the terms of the applicable master policy, which are updated periodically and filed in each of the jurisdictions in which we conduct business
Radian Radian Group Inc. together with its consolidated subsidiaries
Radian Group Radian Group Inc., the parent insurance holding company
Radian Guaranty Radian Guaranty Inc., a Pennsylvania domiciled insurance subsidiary of Radian Group and our approved insurer under the PMIERs, through which we provide mortgage insurance products and services
Radian Mortgage Capital Radian Mortgage Capital LLC, a Delaware limited liability company and an indirect subsidiary of Radian Group, through which we acquire and sell residential mortgage loans
Radian Title Insurance Radian Title Insurance Inc., an Ohio domiciled insurance company and an indirect subsidiary of Radian Group, through which we offer title insurance and settlement services. In August 2026, Radian entered into a definitive agreement to sell this business. The transaction remains subject to customary closing conditions, including required regulatory approvals. This business is classified as held for sale and discontinued operations for all periods presented.
Real Estate Services Radian’s real estate services business, operated primarily through Radian Real Estate Management LLC, which provides residential real estate management, valuation and due diligence services to single family rental investors, the GSEs and mortgage lenders, servicers and investors. In August 2026, Radian completed the sale of this business. Prior to the sale, the business was classified as held for sale and discontinued operations for all periods presented.
Rescission(s) Our legal right, under certain conditions, to unilaterally rescind coverage on our mortgage insurance policies if we determine that a loan did not qualify for insurance
RIF Risk in force; for Primary Mortgage Insurance, RIF is equal to IIF multiplied by the insurance coverage percentage, whereas for Pool Mortgage Insurance, it represents the remaining exposure under the agreements
Risk-to-capital Under certain state regulations, a maximum ratio of net RIF calculated relative to the level of statutory capital
RMBS Residential mortgage-backed securities
RSU(s) Restricted stock unit(s)
SAP Statutory accounting principles and practices, including those required or permitted, if applicable, by the insurance departments of the respective states of domicile of our insurance subsidiaries
SEC United States Securities and Exchange Commission
Senior Notes due 2027 Our 4.875% unsecured senior notes due March 2027 ($450 million original principal amount)
Senior Notes due 2029 Our 6.200% unsecured senior notes due May 2029 ($625 million original principal amount)
Single Premium Policy / Policies Insurance policies where premiums are paid in a single payment, which includes policies written on an individual basis (as each loan is originated) and on an aggregated basis (in which each individual loan in a group of loans is insured in a single transaction, typically shortly after the loans have been originated)
5
Term Definition
Solvency II Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking up and pursuit of business of insurance and reinsurance
Solvency UK The U.K. prudential regulatory framework for insurance and reinsurance undertakings, established by the Insurance and Reinsurance Undertakings (Prudential Requirements) Regulations 2023 and related reforms to Solvency II implemented through the Prudential Regulation Authority’s Policy Statement PS15/24, which became effective on December 31, 2023, and December 31, 2024, respectively, provides a framework for the safety and soundness of insurers and the protection of policyholders
Specialty Radian’s specialty insurance segment, operated through Inigo, which provides global specialty insurance and reinsurance coverage for the benefit of commercial and industrial enterprises, principally through property and casualty insurance as well as property and casualty reinsurance
Specialty QSR Program Quota share reinsurance arrangements under which Inigo, as the ceding entity, contractually cedes an agreed percentage of premiums and related losses on specified specialty insurance and reinsurance portfolios, subject to defined terms and conditions. The program consists primarily of reinsurance agreements with panels of established third-party reinsurers. Depending on the terms of the relevant agreement, Inigo may receive ceding commissions on ceded premiums earned and profit commissions based on the performance of the underlying business.
Specialty XOL Program Excess of loss reinsurance arrangements that indemnify Inigo, as the ceding entity, against losses in excess of specified attachment points up to defined contractual limits. The program is primarily designed to manage exposure to large losses and catastrophe events across Inigo’s insurance and reinsurance portfolios and consists predominantly of catastrophe excess of loss reinsurance agreements placed with highly rated third-party reinsurers.
Syndicate 1301 The Lloyd’s syndicate through which Inigo writes Lloyd’s insurance and reinsurance business. Inigo Managing Agent Limited manages Syndicate 1301 and Inigo Corporate Member Limited provides substantially all of the capital and underwriting capacity for Syndicate 1301
Title Radian’s title insurance and settlement services business, operated primarily through Radian Title Insurance and Radian Settlement Services Inc., which serves as a national title insurance underwriter and agency delivering closing and settlement services for purchase, refinance, home equity and default real estate transactions to mortgage lenders and investors, real estate agents, the GSEs and consumers. In August 2026, Radian entered into a definitive agreement to sell this business. The transaction remains subject to customary closing conditions, including required regulatory approvals. The business is classified as held for sale and discontinued operations for all periods presented.
VIE(s) Variable interest entity / entities
VOBA Value of business acquired
6
Cautionary Note Regarding Forward-Looking Statements
—Safe Harbor Provisions
All statements in this report that address events, developments or results that we expect or anticipate may occur in the future are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act and the U.S. Private Securities Litigation Reform Act of 1995. In most cases, forward-looking statements may be identified by words such as “anticipate,” “may,” “will,” “could,” “should,” “would,” “expect,” “intend,” “plan,” “goal,” “pursue,” “contemplate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “seek,” “strategy,” “future,” “likely” or the negative or other variations on these words and other similar expressions. These statements, which may include, without limitation, projections regarding our future performance and financial condition, are made on the basis of management’s current views and assumptions with respect to future events. These statements speak only as of the date they were made, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We operate in a changing environment where new risks emerge from time to time, and it is not possible for us to predict all risks that may affect us. The forward-looking statements are not guarantees of future performance, and the forward-looking statements, as well as our prospects as a whole, are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. These risks and uncertainties include, without limitation:
- general economic and market conditions, including: changes resulting from inflationary pressures, the interest rate environment and the risk of recession and higher unemployment rates; other macroeconomic stresses and uncertainties; political and geopolitical events, instability and conflict, including the current hostilities in the Middle East; supply chain disruptions; civil disturbances; endemics/pandemics; and extreme weather events and other natural disasters that may adversely affect economic conditions and the markets in which we do business;
- the health of the U.S. housing market generally and changes in economic conditions that impact the size of the insurable mortgage market and the credit performance of our insured mortgage portfolio, as well as our business prospects;
- our ability to successfully implement our business strategy through varying market and economic cycles, including the softening premium rate environment that our Specialty segment is currently experiencing;
- risks associated with investments to diversify and grow our business, including our acquisition of Inigo, or the pursuit of new lines of business or development of new products and services, and additional financial risks related to these investments, including required changes in our investment, financing and hedging strategies, and risks associated with our use of financial leverage, which could expose us to liquidity risks resulting from changes in the fair values of assets;
- our ability to successfully execute and implement our business plans and strategies, including plans and strategies that may require GSE, Lloyd’s and/or regulatory approvals and licenses that are subject to complex compliance requirements that we may be unable to satisfy, or that may expose us to new risks, including those that could impact our capital and liquidity positions;
- Radian Guaranty’s ability to remain an approved insurer to the GSEs, including the ability to comply with the PMIERs;
- changes in the current housing finance system in the United States, including the roles and areas of primary focus of the FHA, the U.S. Department of Veterans Affairs (“VA”), the GSEs and private mortgage insurers in this system;
- risks related to the quality of third-party mortgage underwriting and mortgage loan servicing, including the timeliness and accuracy of servicer reporting;
- a decrease in the Persistency Rate of our mortgage insurance on insurance policies where premiums are paid on a monthly installment basis;
- the possibility that for our Mortgage segment we may fail to accurately calculate or project our Available Assets and Minimum Required Assets under the PMIERs, which could be impacted by, among other things, the size and mix of our IIF, changes to the PMIERs, the level of defaults in our portfolio, the reported status of defaults in our portfolio (including whether they are subject to mortgage forbearance, a repayment plan or a loan modification trial period), the level of cash flow generated by our insurance operations and our risk distribution strategies;
7
- risks associated with our post-acquisition integration of Inigo and the operation of our Specialty business, including: the possibility that the anticipated benefits and impacts of the acquisition are not realized when expected, or at all; risks related to the volatility and uncertainty of expected future performance and results in our Specialty segment; and risks associated with Radian’s ability to successfully execute on its strategic evolution to become a global multi-line specialty insurer, such as risks associated with entering new markets and lines of business and our ability to manage international operations;
- risks associated with the sale of our Title business, including: the ability to complete the transaction, on the anticipated timeline or at all; risks and uncertainties related to securing third-party approvals, consents and regulatory approvals; and the risk that certain post-closing activities may divert management’s attention from our ongoing business operations;
- claims for natural catastrophic events or severe economic events in our Specialty segment that could cause large losses and substantial volatility in our results of operations;
- our ability to maintain an adequate level of capital in our subsidiaries, including for our insurance subsidiaries, to satisfy current and future requirements of regulators, the GSEs and Lloyd’s;
- our ability to successfully execute and implement our capital plans, including loss limitation and risk distribution strategies through the capital markets, traditional reinsurance markets or other strategies, and to maintain sufficient holding company liquidity to meet our ongoing liquidity needs;
- the amount of dividends, if any, that our insurance subsidiaries may distribute to us, which under applicable regulatory requirements is based primarily on the financial performance of our insurance subsidiaries, and therefore, may be impacted by general economic, competitive and other factors, many of which are beyond our control and, in the case of Radian Guaranty, will require prior approval from the Pennsylvania Insurance Department for a period of at least three years and possibly up to five years in connection with the funding for the Inigo acquisition;
- the ability of our U.S. principal operating subsidiaries to distribute amounts to us under our internal tax- and expense-sharing arrangements, which for our U.S. insurance subsidiaries are subject to regulatory review and could be terminated at the discretion of such regulators;
- changes in the charters or business practices of, or rules or regulations imposed by or applicable to: (i) in the case of our Mortgage segment, the GSEs or loans purchased by the GSEs and (ii) in the case of our Specialty segment, Lloyd’s;
- government actions and the adoption of (or failure to adopt) new laws, regulations and executive orders, changes in existing laws, regulations and executive orders, or the way they are interpreted or applied, and adoption of laws, regulations or executive orders that conflict among jurisdictions in which we operate;
- legal and regulatory claims, assertions, actions, reviews, audits, inquiries or investigations that could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief that could require significant expenditures, new or increased reserves or have other effects on our business;
- changes in the way customers, investors, ratings agencies, regulators or legislators perceive our performance, financial strength and future prospects;
- competition, including increased competition, on the basis of pricing, capacity (including, with respect to our Specialty segment, alternative sources of capital from both traditional markets and alternative capital, including catastrophe bonds), coverage terms or other factors and, specifically with respect to our Mortgage segment, competition from current and potential new mortgage insurers, the FHA and the VA and from other forms of credit enhancement, such as any potential GSE-sponsored alternatives to traditional mortgage insurance;
- the possibility that we may fail to estimate accurately, especially in the event of an extended economic downturn or a period of extreme market volatility and economic uncertainty, the likelihood, magnitude and timing of losses in establishing loss reserves;
- the effectiveness and security of our information technology systems and digital products and services, including the risk that these systems, products or services fail to operate as expected or planned or expose us to cybersecurity or third-party risks, including due to the increase in the number and sophistication of attempted cyber-attacks or cyber-intrusions such as malware, unauthorized access, ransomware and, more recently, the ability of cyber threat actors (including the AI itself acting autonomously) to use AI tools to find and exploit vulnerabilities;
8
- volatility in our financial results caused by changes in the fair value of our assets carried at fair value;
- changes in U.S. GAAP or SAP rules and guidance, or their interpretation;
- the amount and timing of potential payments or adjustments associated with tax examinations; and
- our ability to attract, develop and retain key employees.
For more information regarding these risks and uncertainties as well as certain additional risks that we face, you should refer to “Item 1A. Risk Factors” in this report and “Item 1A. Risk Factors” included in our 2025 Form 10-K, and to subsequent reports and registration statements filed from time to time with the SEC. We caution you not to place undue reliance on these forward-looking statements, which are current only as of the date on which we issued this report. We do not intend to, and we disclaim any duty or obligation to, update or revise any forward-looking statements to reflect new information or future events or for any other reason.
9
# PART I—FINANCIAL INFORMATION
## Item 1. Financial Statements (Unaudited)
| INDEX TO ITEM 1. FINANCIAL STATEMENTS / Quarterly Financial Statements | Page |
| --- | --- |
| Condensed Consolidated Balance Sheets (Unaudited) | 11 |
| Condensed Consolidated Statements of Operations (Unaudited) | 12 |
| Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) | 13 |
| Condensed Consolidated Statements of Changes in Common Stockholders’ Equity (Unaudited) | 14 |
| Condensed Consolidated Statements of Cash Flows (Unaudited) | 15 |
| Notes to Unaudited Condensed Consolidated Financial Statements | |
| Note 1 - Description of Business | 17 |
| Note 2 - Significant Accounting Policies | 18 |
| Note 3 - Business Combinations | 21 |
| Note 4 - Net Income Per Share | 26 |
| Note 5 - Segment Reporting | 27 |
| Note 6 - Fair Value of Financial Instruments | 30 |
| Note 7 - Investments | 35 |
| Note 8 - Reinsurance | 39 |
| Note 9 - Other Assets and Liabilities | 44 |
| Note 10 - Income Taxes | 44 |
| Note 11 - Losses and LAE | 45 |
| Note 12 - Borrowings and Financing Activities | 49 |
| Note 13 - Commitments and Contingencies | 50 |
| Note 14 - Capital Stock | 50 |
| Note 15 - Accumulated Other Comprehensive Income (Loss) | 52 |
| Note 16 - Statutory Information | 53 |
| Note 17 - Share-Based Compensation Programs | 55 |
| Note 18 - Discontinued Operations | 56 |
10
**Radian Group Inc. and Subsidiaries**
### Condensed Consolidated Balance Sheets (Unaudited)
| (In thousands, except per-share amounts) | June 30,2026 | December 31,2025 |
| --- | --- | --- |
| Assets | | |
| Investments (Notes 6 and 7) | | |
| Fixed maturities | | |
| Available for sale—at fair value (amortized cost of $6,561,040 and $4,550,954) | $6,226,793 | $4,271,916 |
| Trading—at fair value (amortized cost of $49,346 and $70,050) | 44,951 | 65,661 |
| Equity securities—at fair value (cost of $38,564 and $45,619) | 32,411 | 36,632 |
| Other long-term invested assets—at fair value | 59,402 | 10,116 |
| Short-term investments—at fair value (includes $74,841 and $62,212 of reinvested cash collateral held under securities lending agreements) | 622,900 | 1,602,993 |
| Total investments | 6,986,457 | 5,987,318 |
| Cash | 119,047 | 24,829 |
| Restricted cash | 36,000 | 10 |
| Accrued investment income | 56,263 | 40,285 |
| Premiums and other receivables | 812,176 | 120,197 |
| Reinsurance recoverables (includes $47,883 and $1,788 for paid losses) | 381,405 | 48,806 |
| Deferred policy acquisition costs and VOBA | 180,884 | 19,018 |
| Goodwill and other acquired intangible assets (Note 3) | 414,842 | — |
| Prepaid federal income taxes (Note 10) | 1,058,060 | 1,056,329 |
| Other assets (Note 9) | 546,691 | 351,337 |
| Assets held for sale (Note 18) | 64,495 | 474,268 |
| Total assets | $10,656,320 | $8,122,397 |
| Liabilities and stockholders’ equity | | |
| Liabilities | | |
| Reserve for losses and LAE (Note 11) | $1,911,780 | $399,946 |
| Unearned premiums | 1,015,963 | 159,341 |
| Short-term borrowings (Note 12) | 535,108 | 33,320 |
| Long-term borrowings (Note 12) | 696,895 | 1,075,795 |
| Net deferred tax liability | 962,163 | 942,193 |
| Other liabilities (Note 9) | 696,238 | 366,470 |
| Liabilities held for sale (Note 18) | 29,694 | 363,818 |
| Total liabilities | 5,847,841 | 3,340,883 |
| Commitments and contingencies (Note 13) | | |
| Stockholders’ equity | | |
| Common stock ($0.001 par value; 485,000 shares authorized; 2026: 155,514 and 133,556 shares issued and outstanding, respectively; 2025: 156,913 and 135,498 shares issued and outstanding, respectively) | 156 | 157 |
| Treasury stock, at cost (2026: 21,958 shares; 2025: 21,415 shares) | (1,009,701) | (989,745) |
| Additional paid-in capital | 783,231 | 861,211 |
| Retained earnings | 5,300,213 | 5,132,050 |
| Accumulated other comprehensive income (loss) (Note 15) | (265,420) | (222,159) |
| Total stockholders’ equity | 4,808,479 | 4,781,514 |
| Total liabilities and stockholders’ equity | $10,656,320 | $8,122,397 |
See Notes to Unaudited Condensed Consolidated Financial Statements.
11
**Radian Group Inc. and Subsidiaries**
### Condensed Consolidated Statements of Operations (Unaudited)
| Line item | Three Months Ended June 30, | Six Months Ended June 30, |
| --- | --- | --- |
| (In thousands, except per-share amounts) | 2025 | 2025 |
| Revenues | | |
| Net premiums earned (Note 8) | $$233,526 | $$467,570 |
| Net investment income (Note 7) | 61,672 | 122,682 |
| Net gains (losses) on financial instruments and foreign exchange (includes net realized gains (losses) on investments of $(8,068), $(2,055), $(11,316) and $(3,494)) (Note 7) | 1,851) | (150)) |
| Other income | 1,502 | 3,284 |
| Total revenues | 298,551 | 593,386 |
| Expenses | | |
| Provision for losses (Note 11) | 11,954 | 27,294 |
| Amortization of deferred policy acquisition costs and VOBA | 7,205 | 13,593 |
| Other operating expenses | 69,178 | 127,086 |
| Interest expense (Note 12) | 17,428 | 33,917 |
| Amortization of other acquired intangible assets | — | — |
| Total expenses | 105,765 | 201,890 |
| Pretax income from continuing operations | 192,786 | 391,496 |
| Income tax provision | 38,301 | 84,921 |
| Net income from continuing operations | 154,485 | 306,575 |
| Income (loss) from discontinued operations, net of tax | (12,689)) | (20,221)) |
| Net income | $$141,796 | $$286,354 |
| Net income per share | | |
| Basic | | |
| Net income from continuing operations | $$1.12 | $$2.16 |
| Income (loss) from discontinued operations, net of tax | (0.09)) | (0.14)) |
| Basic net income per share | $$1.03 | $$2.02 |
| Diluted | | |
| Net income from continuing operations | $$1.11 | $$2.14 |
| Income (loss) from discontinued operations, net of tax | (0.09)) | (0.14)) |
| Diluted net income per share | $$1.02 | $$2.00 |
| Weighted average number of common shares outstanding—basic | 137,376 | 141,910 |
| Weighted average number of common and common equivalent shares outstanding—diluted | 138,360 | 143,012 |
(1)
Includes Inigo results for the five-month period from the Closing Date of the acquisition through June 30, 2026.
See Notes to Unaudited Condensed Consolidated Financial Statements.
12
**Radian Group Inc. and Subsidiaries**
### Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
| Line item | Three Months Ended June 30, | Six Months Ended June 30, |
| --- | --- | --- |
| (In thousands) | 2025 | 2025 |
| Net income | $$141,796 | $$286,354 |
| Other comprehensive income (loss), net of tax (Note 15) | | |
| Unrealized holding gains (losses) on investments arising during the period for which an allowance for expected losses has not been recognized | 20,066) | 73,591) |
| Less: Reclassification adjustment for net gains (losses) on investments included in net income | | |
| Net realized gains (losses) on disposals and non-credit related impairment losses | (1,624)) | (3,481)) |
| Net unrealized gains (losses) on investments | 21,690) | 77,072) |
| Net unrealized gains (losses) from investments recorded as assets held for sale | 85) | 180) |
| Other adjustments to comprehensive income (loss), net | — | 45) |
| Other comprehensive income (loss), net of tax | 21,775) | 77,297) |
| Comprehensive income (loss) | $$163,571 | $$363,651 |
(1)
Includes Inigo results for the five-month period from the Closing Date of the acquisition through June 30, 2026.
See Notes to Unaudited Condensed Consolidated Financial Statements.
13
**Radian Group Inc. and Subsidiaries**
### Condensed Consolidated Statements of Changes in Common Stockholders’ Equity (Unaudited)
| (In thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Common stock | | | | |
| Balance, beginning of period | $156 | $162 | $157 | $168 |
| Issuance of common stock under incentive and benefit plans | 2 | 2 | 2 | 2 |
| Issuance of common stock due to Inigo acquisition | — | — | 1 | — |
| Shares repurchased under share repurchase program (Note 14) | (2) | (7) | (4) | (13) |
| Balance, end of period | 156 | 157 | 156 | 157 |
| Treasury stock | | | | |
| Balance, beginning of period | (991,427) | (969,396) | (989,745) | (968,246) |
| Repurchases of common stock under incentive plans | (18,274) | (19,368) | (19,956) | (20,518) |
| Balance, end of period | (1,009,701) | (988,764) | (1,009,701) | (988,764) |
| Additional paid-in capital | | | | |
| Balance, beginning of period | 842,235 | 1,048,738 | 861,211 | 1,246,826 |
| Issuance of common stock under incentive and benefit plans | 621 | 668 | 1,845 | 1,838 |
| Equity awards and common stock issued due to Inigo acquisition | — | — | 23,765 | — |
| Share-based compensation | 17,276 | 22,816 | 23,753 | 32,702 |
| Shares repurchased under share repurchase program, net of excise tax (Note 14) | (76,901) | (224,823) | (127,343) | (433,967) |
| Balance, end of period | 783,231 | 847,399 | 783,231 | 847,399 |
| Retained earnings | | | | |
| Balance, beginning of period | 5,220,411 | 4,802,038 | 5,132,050 | 4,695,348 |
| Net income | 115,914 | 141,796 | 240,007 | 286,354 |
| Dividends and dividend equivalents declared | (36,112) | (37,004) | (71,844) | (74,872) |
| Balance, end of period | 5,300,213 | 4,906,830 | 5,300,213 | 4,906,830 |
| Accumulated other comprehensive income (loss) | | | | |
| Balance, beginning of period | (262,114) | (294,716) | (222,159) | (350,238) |
| Net unrealized gains (losses) on investments, net of tax (1) | (3,305) | 21,775 | (43,209) | 77,252 |
| Other adjustments to other comprehensive income (loss) | (1) | — | (52) | 45 |
| Balance, end of period | (265,420) | (272,941) | (265,420) | (272,941) |
| Total stockholders’ equity | $4,808,479 | $4,492,681 | $4,808,479 | $4,492,681 |
(1)
Includes net unrealized gains (losses) from investments recorded as assets held for sale.
See Notes to Unaudited Condensed Consolidated Financial Statements.
14
**Radian Group Inc. and Subsidiaries**
### Condensed Consolidated Statements of Cash Flows (Unaudited)
| Line item | Six Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, |
| --- | --- | --- | --- |
| (In thousands) | 2026 (1) | | 2025 |
| Cash flows from operating activities | | | |
| Net cash provided by (used in) operating activities, continuing operations | $ | $$294,395 | 324,952 |
| Net cash provided by (used in) operating activities, discontinued operations | | 333,562 | (970,483) |
| Net cash provided by (used in) operating activities | | 627,957 | (645,531) |
| Cash flows from investing activities | | | |
| Proceeds from sales of: | | | |
| Available for sale securities | | 708,915 | 230,492 |
| Trading securities | | 9,298 | — |
| Equity securities | | 23,566 | 17,908 |
| Proceeds from redemptions of: | | | |
| Available for sale securities | | 480,934 | 411,959 |
| Trading securities | | 11,333 | 10,403 |
| Purchases of: | | | |
| Available for sale securities | | (1,462,840) | (526,503) |
| Equity securities | | (27,858) | (10,184) |
| Sales, redemptions and (purchases) of: | | | |
| Short-term investments, net | | 1,657,625 | (24,281) |
| Other assets and other invested assets, net | | 2,198 | (324) |
| Acquisition, net of cash acquired | | (1,567,435) | — |
| Additions to property and equipment | | (974) | (2,290) |
| Net cash provided by (used in) investing activities, continuing operations | | (165,238) | 107,180 |
| Net cash provided by (used in) investing activities, discontinued operations | | 34,587 | 124,131 |
| Net cash provided by (used in) investing activities | | (130,651) | 231,311 |
| Cash flows from financing activities | | | |
| Dividends and dividend equivalents paid | | (72,631) | (75,915) |
| Issuance of common stock | | 366 | 779 |
| Repurchases of common stock, including excise taxes paid | | (130,345) | (431,909) |
| Proceeds (repayments) of FHLB advances, net (with terms three months or less) | | 30,300 | 69,670 |
| Proceeds from FHLB advances (with terms greater than three months) | | 34,760 | 3,935 |
| Repayments of FHLB advances (with terms greater than three months) | | (18,515) | (20,784) |
| Proceeds from credit facility borrowings | | 200,000 | 50,000 |
| Repayments of credit facility borrowings | | (125,000) | (50,000) |
| Credit facility commitment fees paid | | (315) | (268) |
| Proceeds (repayments) related to cash collateral for loaned securities and securities sold under repurchase agreements, net | | 17,570 | 38,806 |
| Net cash provided by (used in) financing activities, continuing operations | | (63,810) | (415,686) |
| Net cash provided by (used in) financing activities, discontinued operations | | (324,226) | 810,629 |
| Net cash provided by (used in) financing activities | | (388,036) | 394,943 |
| Effect of exchange rate changes on cash and restricted cash | | 1,807 | — |
| Increase (decrease) in cash and restricted cash | | 111,077 | (19,277) |
See Notes to Unaudited Condensed Consolidated Financial Statements.
15
**Radian Group Inc. and Subsidiaries**
### Condensed Consolidated Statements of Cash Flows (Unaudited) (continued)
| Line item | Six Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, |
| --- | --- | --- | --- |
| (In thousands) | 2026 (1) | | 2025 |
| Cash and restricted cash, beginning of period (2) | | 45,522 | 41,472 |
| Cash and restricted cash, end of period (2) | $ | $$156,599 | 22,195 |
| Supplemental noncash information | | | |
| Transfer from residential mortgage loans held for sale to securitized residential mortgage loans held for investment, discontinued operations | $ | — | 767,948 |
| Retention (disposal) of mortgage servicing and other related rights from residential mortgage loan sales, discontinued operations, net | | (6,573) | 3,219 |
(1)
Includes Inigo results for the five-month period from the Closing Date of the acquisition through June 30, 2026.
(2)
For the six months ended June 30, 2026, includes $21 million and $2 million as of the beginning and end of the period, respectively, of cash and restricted cash related to discontinued operations that are included in assets held for sale on our condensed consolidated balance sheets. For the six months ended June 30, 2025, includes $22 million and $3 million as of the beginning and end of the period, respectively, of cash and restricted cash related to discontinued operations that are included in assets held for sale on our condensed consolidated balance sheets. See Note 18 for additional details.
See Notes to Unaudited Condensed Consolidated Financial Statements.
16
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
1. Description of Business
Radian is a global multi-line specialty insurer that, through its subsidiaries, provides private mortgage insurance to customers in the U.S. and, with our acquisition of Inigo in February 2026, specialty insurance and reinsurance products to customers around the world. Effective with the first quarter of 2026, we have two reportable business segments, Mortgage and Specialty.
We operate our Mortgage segment primarily through Radian Guaranty, a leading U.S. private mortgage insurer that provides solutions that expand access to affordable, responsible and sustainable homeownership and helps borrowers achieve their dream of owning a home. See “Mortgage” below and Note 5 for additional information on this segment.
We operate our Specialty segment through Inigo, which we acquired as part of the Company’s transformative strategy to become a global multi-line specialty insurer. Inigo participates in the Lloyd’s market through Syndicate 1301 through which it writes insurance and reinsurance business. See “Specialty” below and Note 5 for additional information on this segment.
In addition, following the announcement in the third quarter of 2025 of our plan to divest our Mortgage Conduit, Title and Real Estate Services businesses, we reclassified these businesses to discontinued operations. See “Discontinued Operations” below and Note 18 for additional information.
### Mortgage
Our Mortgage segment provides credit-related insurance coverage to mortgage lending institutions and mortgage credit investors, principally through private mortgage insurance on residential first-lien mortgage loans. We provide our mortgage insurance products and services through our wholly owned subsidiary, Radian Guaranty.
Private mortgage insurance plays an important role in the U.S. housing finance system because it promotes affordable home ownership and helps protect mortgage lenders and mortgage investors, as well as other beneficiaries such as the GSEs, by mitigating default-related losses on residential mortgage loans. Generally, these loans are made to home buyers who make down payments of less than 20% of the purchase price for their home or, in the case of mortgage refinance transactions, have less than 20% equity in their home. Private mortgage insurance also facilitates the sale of these low down payment loans in the secondary mortgage market, almost all of which are currently sold by mortgage finance institutions to the GSEs.
Our total direct primary mortgage IIF and RIF were $284.0 billion and $75.4 billion, respectively, as of June 30, 2026, compared to $282.5 billion and $74.7 billion, respectively, as of December 31, 2025.
Radian Guaranty is subject to various capital, financial and operational requirements imposed by the GSEs and state insurance regulators. These include the PMIERs financial requirements imposed by the GSEs, as well as risk-to-capital and other risk-based capital measures and surplus requirements imposed by state insurance regulators. Failure to comply with any PMIERs or state regulatory requirements may limit the amount of insurance that Radian Guaranty may write or may prohibit it from writing insurance altogether. The GSEs and state insurance regulators possess significant discretion regarding all aspects of Radian Guaranty’s business. See Note 16 for additional information on the PMIERs and other regulatory information.
### Specialty
In September 2025, Radian entered into a definitive agreement to acquire Inigo, a Lloyd’s specialty insurer, for $1.67 billion in a primarily all-cash transaction. This strategic acquisition has transformed Radian from a leading U.S. private mortgage insurer to a global multi-line specialty insurer, significantly expanding the Company’s product expertise, capabilities and addressable market.
The transaction closed on February 2, 2026, and was funded from Radian’s available liquidity sources, including $600 million provided by Radian Guaranty through a ten-year Intercompany Note to Radian Group. See Note 16 for additional information on the Intercompany Note.
Inigo was launched in 2021 by a highly regarded leadership team with decades of experience in the Lloyd’s market. Through Syndicate 1301, it underwrites specialty insurance and reinsurance business transacted at Lloyd’s through the broker intermediary market and, through its partnerships division, collaborates with select partners to expand Inigo’s access to the
17
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
U.S. and other international markets. Inigo’s managing agency, Inigo Managing Agent Limited (“IMAL”), manages Syndicate 1301 on behalf of the Syndicate’s members, and the underwriting capacity and the capital supporting Syndicate 1301 are primarily provided by Inigo Corporate Member Limited (“ICML”), a Lloyd’s corporate member. Through Syndicate 1301, Inigo has access to Lloyd’s extensive distribution network, worldwide licenses and ratings.
Through Inigo, our Specialty segment offers data-driven specialty insurance solutions, serving commercial and industrial enterprises. Inigo’s specialty insurance and reinsurance lines of business include property, casualty, financial lines and other specialty lines.
See Note 3 for additional information on this transformative business combination.
### Discontinued Operations
Following a comprehensive strategic review, which led to our decision to acquire Inigo, in September 2025 we announced plans to divest our Mortgage Conduit, Title and Real Estate Services businesses. This divestiture plan was approved by Radian Group’s board of directors in the third quarter of 2025. In August 2026, the Company completed the sale of its Real Estate Services business and entered into a definitive agreement to sell its Title business. The pending sale of the Title business is subject to customary closing conditions, including required regulatory approvals, and is expected to be completed during the fourth quarter of 2026.
Pending completion of the sale, the Company continues to operate the Title business in the ordinary course.
After the announcement of the divestiture plan in September 2025, Radian conducted a comprehensive search for a buyer for our Mortgage Conduit business, and in early March 2026, having not found a suitable buyer, concluded that it would begin an orderly wind-down of the business. As of March 3, 2026, Radian Mortgage Capital stopped taking new loan purchase commitments. As of June 30, 2026, all of the mortgage loans of our Mortgage Conduit business had been sold and the wind-down of our Mortgage Conduit business was substantially complete.
As a result of the Company’s decision to sell these three businesses and our assessment of applicable accounting guidance, we classified these businesses as held for sale on our condensed consolidated balance sheets and their results are reflected as discontinued operations in our condensed consolidated statements of operations, effective beginning with the quarter ended September 30, 2025. All prior periods have been revised for these changes to conform to the current period presentation.
See Note 18 for additional details related to these businesses.
### Risks and Uncertainties
In assessing the Company’s current financial condition and developing forecasts of future operations, management has made significant judgments and estimates with respect to potential factors impacting our financial and liquidity position. These judgments and estimates are subject to risks and uncertainties that could affect amounts reported in our financial statements in future periods and that could cause actual results to be materially different from our estimates.
2. Significant Accounting Policies
### Basis of Presentation
Our condensed consolidated financial statements are prepared in accordance with GAAP and include the accounts of Radian Group and its subsidiaries. All intercompany accounts and transactions, and intercompany profits and losses, have been eliminated. As described in Note 3, the Company completed an acquisition during the first quarter of 2026; as a result, the accompanying condensed consolidated financial statements include the acquired business from the Closing Date forward and may not be comparable to those of prior periods. Certain prior period amounts have been reclassified to conform to the current period presentation, including certain balance sheet and statement of operations reclassifications and related line‑item caption changes resulting from the acquisition of Inigo, as well as reclassifications related to businesses held for sale and discontinued operations. We have condensed or omitted certain information and footnote disclosures normally included in
18
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
consolidated financial statements prepared in accordance with GAAP pursuant to the instructions set forth in Article 10 of Regulation S-X of the SEC.
We generally refer to our holding company alone, without its consolidated subsidiaries, as “Radian Group.” We refer to Radian Group together with its consolidated subsidiaries as “Radian,” the “Company,” “we,” “us” or “our,” unless the context requires otherwise. Unless otherwise defined in this report, certain terms and acronyms used throughout this report are defined in the Glossary of Abbreviations and Acronyms included as part of this report.
The financial information presented for interim periods is unaudited; however, such information reflects all adjustments that are, in the opinion of management, necessary for the fair statement of the financial position, results of operations, comprehensive income (loss) and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet data was derived from our audited financial statements but does not include all disclosures required by GAAP.
To fully understand the basis of presentation, these interim financial statements and related notes contained herein should be read in conjunction with the audited financial statements and notes thereto included in our 2025 Form 10-K. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or for any other period.
### Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of our contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. While the amounts included in our condensed consolidated financial statements include our best estimates and assumptions, actual results may vary materially.
### Updates to Significant Accounting Policies
See Note 2 of Notes to Consolidated Financial Statements in our 2025 Form 10-K for information regarding our significant accounting policies. There have been no significant changes in our significant accounting policies from those discussed in our 2025 Form 10-K, other than those described below.
In addition to the changes to our significant accounting policies described below, the following notes include changes in significant accounting policies as a result of the Inigo acquisition.
▪
### Note 3 – Business Combinations
▪
### Note 8 – Reinsurance
▪
### Note 10 – Income Taxes
▪
### Note 11 – Losses and LAE
Revenue Recognition—Specialty Premiums
Gross premiums written represent the total premiums expected to be received for the full period of insurance coverage provided by contracts that incept during the reporting period, including adjustments related to policies written in the current or prior reporting periods. Premiums are recognized as written on the date the insurance policy incepts and are presented gross of brokerage payable and exclude taxes and duties assessed by governmental authorities.
Premiums receivable under proportional treaty contracts and delegated underwriting authorities are generally not reported to the Company until after the coverage is in force. As a result, an estimate of these premiums is recorded. The Company estimates the premium for these contracts based on underwriting information, historical experience and other relevant data.
Additional and return premiums are accounted for as adjustments to the initial premium estimate and recognized in the period in which the adjustment becomes known. Estimated premiums based on claims experience are measured consistently with the methodologies used to estimate related claims provisions, while estimated premiums based on exposure are
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Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
recognized when the amount can be determined with reasonable certainty. Reinstatement premiums arising following an insured loss are recognized and fully earned on the date of the loss.
Premiums written are recognized as earned over the applicable policy period as insurance coverage is provided. Unearned premiums represent the portion of premiums written that relates to periods of risk subsequent to the reporting date and are recorded as a liability. Premiums are generally earned on a straight-line basis over the period of coverage, unless the pattern of risk differs significantly from the passage of time. For certain reinsurance business, premiums are earned based on modeled expected losses to reflect the seasonality of risk, which generally results in a greater proportion of premium being earned during periods of higher expected risk, including the second half of the year for certain contracts.
#### Deferred Policy Acquisition Costs - Specialty
Acquisition costs, consisting principally of commissions and other incremental direct costs related to the successful acquisition or renewal of insurance contracts, are deferred and reported as deferred policy acquisition costs. Deferred policy acquisition costs are amortized to expense over the period in which the related premiums are earned. Deferred policy acquisition costs associated with ceded reinsurance are recognized and amortized on a basis consistent with the related asset.
Ceding commissions received under our quota share reinsurance arrangements are deferred and recorded as a reduction of deferred policy acquisition costs. Deferred ceding commissions are amortized over the period in which the related premiums are earned, consistent with the recognition of the underlying quota share reinsurance arrangements.
#### Foreign Currency
The Company’s reporting and functional currency is the U.S. dollar. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates in effect on the transaction dates or, when appropriate, at average exchange rates for the period. Monetary assets and liabilities denominated in foreign currencies are remeasured into the functional currency at exchange rates in effect at the reporting date.
Non-monetary assets and liabilities denominated in foreign currencies and measured at fair value are remeasured using the exchange rate in effect on the date the fair value is determined. Non-monetary assets and liabilities measured at historical cost are translated using the exchange rate in effect on the date of the original transaction.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are included in net gains (losses) on financial instruments and foreign exchange on the condensed consolidated statement of operations.
#### Recent Accounting Pronouncements
#### Accounting Standards Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses. This update requires enhanced disclosures of certain costs and expenses in the notes to the financial statements. This update is applicable to all public entities and is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this update should be applied prospectively; however, retrospective application is permitted. We are currently evaluating the impact the ASU will have on our disclosures.
In September 2025, the FASB issued ASU 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which introduces a principles-based approach for determining when costs can be capitalized. Entities are required to start capitalizing software costs when management has authorized and committed to funding the software project, it is probable the project will be completed, and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). This update is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. Adoption is permitted prospectively, retrospectively or using a modified approach that is based on the status of the project and whether software costs were capitalized before the date of adoption. We are currently evaluating the impact the ASU will have on our consolidated financial statements.
20
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Improvements to Interim Disclosure Requirements, which clarifies and changes interim disclosure requirements to improve the consistency and usefulness of information provided in interim financial statements. The amendments focus on clarifying the application of certain disclosure requirements and reducing diversity in practice related to the level of detail required in interim periods as compared to annual reporting. The amendments in this update are to be applied prospectively beginning in the first interim period of adoption. This update is effective for fiscal years beginning after December 15, 2026, including interim reporting periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact that the ASU will have on our interim disclosures.
#### 3. Business Combinations
On February 2, 2026, we completed the acquisition of 100% of the shares of Inigo through Radian US Holdings Inc. (“Radian US”), a wholly owned subsidiary of Radian Group.
This acquisition advances our strategic focus to grow and diversify by expanding our market presence as a leading U.S. private mortgage insurer into a diversified, global multi-line specialty insurer. Inigo’s specialty insurance and reinsurance lines of business include property, casualty, financial lines and other specialty lines.
The acquisition was accounted for using the acquisition method of accounting in accordance with the accounting standard regarding business combinations (“ASC 805”), with Radian considered the accounting acquirer. Accordingly, the assets acquired and liabilities assumed were recognized at their estimated fair values as of the Closing Date, and transaction-related costs are expensed as incurred. The financial results of Inigo are included in the Company’s condensed consolidated financial statements effective as of the Closing Date and reported as a separate reportable segment, Specialty.
On the Closing Date, Radian US acquired Inigo for total consideration of $1.67 billion in a primarily all-cash transaction. Total consideration included: (i) 646 thousand shares of Radian Group common stock issued to existing Inigo stockholders on the Closing Date, valued using the closing price of Radian Group common stock of $32.90 per share on that day; (ii) the value of replacement equity awards issued to Inigo employees allocated to pre-combination service; and (iii) cash consideration of $1.65 billion.
The following table presents the components of the consideration paid.
**Consideration paid**
| ($ in thousands, except share and per share amounts) / Consideration paid / Share consideration | |
| --- | --- |
| Shares of Radian Group Inc. common stock issued to existing Inigo common stockholders | 646,014 |
| Radian Group Inc. closing stock price per share on Closing Date | $32.90 |
| Consideration of Radian Group Inc. issued common stock | $21,254 |
| Fair value of equity awards issued (1) | 2,512 |
| Cash consideration | 1,647,354 |
| Total consideration paid | $1,671,120 |
(1)
The estimated fair value of the replacement equity awards was $14 million, of which $3 million is attributable to service periods prior to the acquisition and is included in the purchase consideration. The remaining fair value is attributable to future service and will be amortized over the remaining service period. See Note 17 for additional information.
In connection with the acquisition of Inigo, the Company incurred acquisition-related expenses of $29 million in the six months ended June 30, 2026, including $7 million recognized during the three months ended June 30, 2026. These expenses consisted primarily of investment banking fees, transfer taxes, legal fees, employee retention expense and other transaction costs. In addition, the Company recognized acquisition-related expenses of $10 million during 2025, primarily related to pre-acquisition due diligence activities.
21
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
The following table summarizes the preliminary allocation of the purchase price to the estimated fair value of assets acquired and liabilities assumed as of the Closing Date.
**Preliminary purchase price allocation**
| (In thousands) | February 2, 2026 |
| --- | --- |
| Assets acquired | |
| Investments | $2,440,780 |
| Cash | 16,945 |
| Restricted cash | 62,973 |
| Accrued investment income | 16,522 |
| Premiums and other receivables | 562,311 |
| Reinsurance recoverables | 305,154 |
| VOBA | 204,999 |
| Other acquired intangible assets | 419,364 |
| Other assets | 222,453 |
| Total assets acquired | 4,251,501 |
| Liabilities assumed | |
| Reserve for losses and LAE | 1,364,254 |
| Unearned premiums | 747,375 |
| Net deferred tax liability | 48,743 |
| Other liabilities | 425,292 |
| Total liabilities assumed | 2,585,664 |
| Net assets acquired | $1,665,837 |
| Total consideration paid | $1,671,120 |
| Preliminary allocation to goodwill | $5,283 |
Fair value measurements applied in the acquisition method are based on the definition of “fair value” in ASC 820, Fair Value Measurement, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements require significant judgment, and changes in assumptions, including those that market participants would use, could result in changes to the estimated fair values.
The preliminary allocation of the purchase price is based on information available and remains subject to adjustment during the measurement period, which will not exceed 12 months from the Closing Date. Adjustments to the preliminary amounts may impact the fair value assigned to assets and liabilities assumed, including goodwill.
Additionally, the Company is currently evaluating certain tax elections. At present, the Company intends to make an election under Section 338(g) of the Internal Revenue Code that would allow the Company to amortize goodwill and other intangible assets over a 15-year period for U.S. income tax purposes. As a result, the Company expects to recognize tax deductible goodwill in connection with the acquisition. The ultimate determination to make this election has not been finalized and may result in changes to the tax deductibility of goodwill and intangibles.
Goodwill. Goodwill represents the excess of the consideration transferred over the estimated fair value of the identifiable net assets acquired. The goodwill recognized reflects future growth opportunities and the assembled workforce of Inigo, which do not qualify as separately identifiable intangible assets under ASC 805. Goodwill is not amortized and is tested for impairment annually, or more frequently if indicators of impairment arise. The purchase price was allocated to Inigo’s assets acquired and liabilities assumed based on estimated fair values at the Closing Date, and the Company recognized goodwill of $5 million related to the Specialty segment.
Identifiable intangible assets. As a result of our preliminary purchase price allocation, $419 million was allocated to other acquired intangible assets and $166 million was allocated to net VOBA. Of these identified intangible assets, $206 million were considered finite-lived and subject to amortization. Excluding the net VOBA asset, the finite-lived intangible assets are amortized on a straight-line basis over their respective estimated useful lives. The weighted-average amortization period
22
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
for the finite-lived intangible assets, excluding net VOBA, is approximately 10 years. Net VOBA amortization is recognized in a manner consistent with the related insurance liabilities, with substantially all the net VOBA balance expected to amortize within the first year following the Closing Date.
The following table presents the identifiable intangible assets and VOBA recognized as of the Closing Date.
**Other acquired intangible assets and VOBA**
| (In thousands) | February 2, 2026 | Estimated Useful Life(in years) |
| --- | --- | --- |
| Other acquired intangible assets | | |
| Lloyd’s syndicate capacity and related rights | $213,781 | Indefinite |
| Broker relationships - large brokers | 115,424 | 12 |
| Broker relationships - other brokers | 46,336 | 9 |
| Brand | 31,160 | 5 |
| Technology | 12,663 | 5 |
| Total other acquired intangible assets | $419,364 | |
| VOBA, net | | |
| VOBA asset - unearned premiums | $204,999 | 1 to 2 |
| VOBA liability - reserves | (39,083) | 3 to 4 |
| Total VOBA, net | $165,916 | |
Valuation methodologies applicable to identifiable intangible assets and VOBA are explained as follows.
- Lloyd’s syndicate capacity and related rights. The value of Lloyd’s syndicate capacity and related rights represents Inigo’s right to underwrite in the Lloyd’s market. Lloyd’s syndicate capacity was valued using the multi-period excess earnings method, an application of the income approach. Significant inputs and assumptions used in the valuation for this intangible asset included after tax profit generated by the participation rights attributable to syndicate capacity, contributory asset charges, which represent the required return on tangible and intangible assets utilized to generate future revenue and operating income, and an appropriate discount rate.
- Broker relationships. The value of broker relationships represents future profits expected to be generated from existing broker relationships, considering expectations of renewal of these relationships and the associated expenses. Broker relationships were valued using the distributor method, an application of the income approach. Significant inputs and assumptions used in the valuation for these intangible assets included net premiums attributable to existing distributors, attrition rates, broker profit margins, average operating profit observed for listed peers, contributory asset charges, which represent the required return on and of intangible assets utilized to generate future revenue and operating income, and an appropriate discount rate.
- Brand. The brand intangible represents the value of Inigo’s brand associated with the management and underwriting of Syndicate 1301. Brand was valued using the relief from royalty method, an application of the income approach. Significant inputs and assumptions used in the valuation for this intangible asset included comparable royalty rates, revenues attributable to the brand and an appropriate discount rate.
- Technology. The technology intangible represents technology platforms developed for internal use for which direct costs are capitalized. Technology platforms were valued using the cost to recreate method, an application of the cost approach. Significant inputs and assumptions used in the valuation for this intangible asset included historical costs and appropriate obsolescence, developer’s margin and efficiency factor rates.
- VOBA, net. VOBA represents the difference between the fair value and the carrying value of the acquired insurance liabilities, measured net of reinsurance, related to unearned premiums and reserve for losses and LAE. The net VOBA recognized in connection with the acquisition is measured at fair value based on a discounted cash-flow model of the expected future revenues and expenses associated with the acquired insurance contracts. Significant inputs and assumptions used to value these intangible assets include the discount rate and expected future premiums, claims, benefits and expenses.
23
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
The following shows the components of goodwill, intangible assets and VOBA as of the date indicated.
**Goodwill, intangible assets and VOBA**
_As of June 30, 2026_
| (In thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount |
| --- | --- | --- | --- |
| Goodwill and other acquired intangible assets | | | |
| Goodwill and indefinite-lived intangible assets | | | |
| Goodwill | $5,283 | — | $5,283 |
| Lloyd’s syndicate capacity and related rights | 213,781 | — | 213,781 |
| Total goodwill and indefinite-lived intangible assets | 219,064 | — | 219,064 |
| Finite-lived intangible assets | | | |
| Broker relationships - large brokers | 115,424 | (4,008) | 111,416 |
| Broker relationships - other brokers | 46,336 | (2,145) | 44,191 |
| Brand | 31,160 | (2,597) | 28,563 |
| Technology | 12,663 | (1,055) | 11,608 |
| Total finite-lived intangible assets | 205,583 | (9,805) | 195,778 |
| Total goodwill and other acquired intangible assets | $424,647 | $(9,805) | $414,842 |
| VOBA, net | | | |
| VOBA asset - unearned premiums (1) | $204,999 | $(123,920) | $81,079 |
| VOBA liability - reserves (2) | (39,083) | 6,323 | (32,760) |
| Total VOBA, net | $165,916 | $(117,597) | $48,319 |
(1)
Included in deferred policy acquisition costs and VOBA on our condensed consolidated balance sheets.
(2)
Included in reserves for losses and LAE on our condensed consolidated balance sheets.
As of June 30, 2026, the estimated amortization of finite-lived other intangible assets for each of the next five years and thereafter is as follows.
**Estimated amortization for the next five years and thereafter**
| (In thousands) | Other Acquired Intangible Assets |
| --- | --- |
| 2026 (remainder) | $11,766 |
| 2027 | 23,532 |
| 2028 | 23,532 |
| 2029 | 23,532 |
| 2030 | 23,532 |
| Thereafter | 89,884 |
| Total | $195,778 |
Goodwill and Lloyd’s syndicate capacity and related rights are deemed to have an indefinite useful life and are subject to review for impairment annually, or more frequently whenever circumstances indicate potential impairment at the reporting unit level. An impairment charge is recognized for any excess of the reporting unit’s carrying amount over the reporting unit’s estimated fair value, up to the full amount of the goodwill or intangible asset allocated to the reporting unit. Other acquired intangible assets with definite lives are amortized over their estimated useful lives in a manner that approximates the pattern of expected economic benefit from each intangible asset and are reviewed for impairment if indicators of impairment arise.
24
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
#### Financial Results
The following selected unaudited information is a summary of the results of Inigo that have been included in the condensed consolidated financial statements for the three months ended and for the Closing Date to, June 30, 2026, after giving effect to purchase accounting adjustments.
| Financial results - Inigo / (In thousands) | Three Months Ended June 30, 2026 | From Closing Date to June 30, 2026 |
| --- | --- | --- |
| Total revenues | $287,076 | $467,522 |
| Net income (1) | (17,115) | (11,399) |
(1)
Includes $33 million and $60 million of expenses related to purchase accounting adjustments and amortization of intangibles related to the Inigo acquisition for the three months ended and from the Closing Date to June 30, 2026, respectively.
#### Supplemental Pro Forma Information
The following selected unaudited pro forma financial information is a summary of the combined results of the Company and Inigo, assuming the transaction had been effected on January 1, 2025.
**Supplemental pro forma information**
| (In thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Total revenues | $574,959 | $560,726 | $1,142,208 | $1,102,269 |
| Net income | 140,317 | 192,294 | 312,394 | 283,243 |
The unaudited pro forma data is for informational purposes only and does not necessarily represent results that would have occurred if the transaction had taken place on January 1, 2025.
In addition to fair value adjustments and the recognition of goodwill and identifiable intangible assets, including related amortization, other material pro forma adjustments directly attributable to the Inigo acquisition, net of tax, primarily reflect the impact on net investment income from investments sold and increased interest expense associated with the drawdown of the unsecured revolving credit facility to effect the acquisition.
For pro forma purposes, $22 million of non-recurring acquisition-related expenses incurred in the six months ended June 30, 2026, have been excluded from pro forma net income for that period and, together with the $10 million incurred in 2025, are reflected in pro forma net income for the six months ended June 30, 2025. These adjustments are assumed to have occurred during the first quarter of 2025 and, accordingly, do not affect pro forma net income for the three months ended June 30, 2026 or 2025.
Within the supplemental pro forma information, the Company does not anticipate material revenue synergies or dis-synergies, significant cost savings or restructuring activities within twelve months of the Closing Date.
25
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
4. Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding, while diluted net income per share is computed by dividing net income by the sum of the weighted average number of common shares outstanding and the weighted average number of dilutive potential common shares. Dilutive potential common shares relate to our share-based compensation arrangements.
The calculation of basic and diluted net income per share is as follows.
| Net income per share | Three Months Ended June 30, | Six Months Ended June 30, |
| --- | --- | --- |
| (In thousands, except per-share amounts) | 2025 | 2025 |
| Net income from continuing operations | $$154,485 | $$306,575 |
| Income (loss) from discontinued operations, net of tax | (12,689)) | (20,221)) |
| Net income—basic and diluted | $$141,796 | $$286,354 |
| Average common shares outstanding—basic | 137,376 | 141,910 |
| Dilutive effect of share-based compensation arrangements (2) | 984 | 1,102 |
| Adjusted average common shares outstanding—diluted | 138,360 | 143,012 |
| Net income per share | | |
| Basic | | |
| Net income from continuing operations | $$1.12 | $$2.16 |
| Income (loss) from discontinued operations, net of tax | (0.09)) | (0.14)) |
| Basic net income per share | $$1.03 | $$2.02 |
| Diluted | | |
| Net income from continuing operations | $$1.11 | $$2.14 |
| Income (loss) from discontinued operations, net of tax | (0.09)) | (0.14)) |
| Diluted net income per share | $$1.02 | $$2.00 |
(1)
Includes Inigo results from the Closing Date of the acquisition through June 30, 2026.
(2)
The following number of shares of our common stock equivalents issued under our share-based compensation arrangements are not included in the calculation of diluted net income per share because their effect would be anti-dilutive.
| (In thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Shares of common stock equivalents | 315 | 2 | 167 | 1 |
26
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
5. Segment Reporting
In connection with the acquisition of Inigo during the first quarter of 2026, our Chief Executive Officer (Radian’s chief operating decision maker) implemented certain changes that caused the composition of our reportable segments and the allocations of certain expenses for segment measurements to change.
We now have two reportable business segments that are managed separately, Mortgage and Specialty. Our Mortgage segment primarily derives its revenue by providing private mortgage insurance on residential first-lien mortgage loans to mortgage lending institutions and mortgage credit investors. Our Specialty segment primarily derives its revenue by providing insurance and reinsurance lines of business, including property, casualty, financial lines and other specialty lines, to some of the world’s largest commercial and industrial enterprises.
The Company’s Mortgage and Specialty segments are managed by the Co-heads of Mortgage Insurance and the Chief Executive Officer of Inigo, respectively, who are responsible for the overall profitability of their respective segments and who are directly accountable to our chief operating decision maker.
In addition to these reportable segments, we report in a Corporate category activities that comprise: (i) income (losses) from assets held by Radian Group; (ii) interest expense from Radian Group’s borrowings, including the Intercompany Note with Radian Guaranty; and (iii) general corporate operating expenses not attributable or allocated to our reportable segments, related primarily to corporate oversight activities.
As further described in Note 18, we also report the results of our Mortgage Conduit, Title and Real Estate Services businesses as discontinued operations in our condensed consolidated statements of operations.
As of December 31, 2025, we previously reported our results from continuing operations as a single reportable segment, mortgage insurance, which included all the net investment income, interest expense and other operating expenses from our holding company. As described above, consistent with how our chief operating decision maker evaluates segment performance, all net investment income and interest expense from our holding company is now reported in our Corporate category, along with a portion of our holding company operating expenses estimated to relate to corporate oversight activities.
The remaining portion of our holding company operating expenses are allocated to our Mortgage segment, based on the estimated percentage of management time spent directly supporting that business. No holding company expenses are allocated to the Specialty segment or to discontinued operations. We have reflected these changes in our segment operating results for all periods presented, as shown below.
See Note 1 for additional details about our Mortgage and Specialty businesses.
#### Adjusted Pretax Operating Income (Loss)
Our senior management, including our Chief Executive Officer, uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of our businesses.
The tables below present details on the operating results for our Mortgage segment and our Specialty segment, including a disaggregation of significant segment expenses as monitored by Radian’s chief operating decision maker.
27
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
**Segment operating results and other information**
| ($ in thousands) | Three Months Ended June 30, 2026 / Mortgage | Three Months Ended June 30, 2026 / Specialty | Three Months Ended June 30, 2026 / Total | Six Months Ended June 30, 2026 / Mortgage | Six Months Ended June 30, 2026 / Specialty (1) | Six Months Ended June 30, 2026 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| Net premiums earned | $236,349 | $267,363 | $503,712 | $474,526 | $431,714 | $906,240 |
| Net investment income (2) | 55,614 | 24,902 | 80,516 | 108,941 | 41,801 | 150,742 |
| Other income | 1,258 | 1,082 | 2,340 | 2,921 | 2,409 | 5,330 |
| Total revenues | 293,221 | 293,347 | 586,568 | 586,388 | 475,924 | 1,062,312 |
| Less: expenses | | | | | | |
| Provision for losses | 29,418 | 169,239 | 198,657 | 53,694 | 255,507 | 309,201 |
| Amortization of deferred policy acquisition costs (3) | 6,881 | 52,937 | 59,818 | 13,780 | 82,002 | 95,782 |
| Other operating expenses (4) | | | | | | |
| Salaries and share-based employee expenses | 37,221 | 15,927 | 53,148 | 67,232 | 25,964 | 93,196 |
| Other non-employee operating expenses | 17,931 | 22,510 | 40,441 | 35,060 | 36,954 | 72,014 |
| Depreciation expense | 1,803 | 605 | 2,408 | 3,605 | 1,009 | 4,614 |
| Ceding commissions (3) | (8,608) | — | (8,608) | (16,827) | — | (16,827) |
| Total other operating expenses | 48,347 | 39,042 | 87,389 | 89,070 | 63,927 | 152,997 |
| Interest expense | 754 | 3,533 | 4,287 | 1,224 | 5,823 | 7,047 |
| Adjusted pretax operating income | $207,821 | $28,596 | 236,417 | $428,620 | $68,665 | 497,285 |
| Reconciling items | | | | | | |
| Corporate adjusted pretax operating income (loss) | | | | | | |
| Corporate net investment income | | | 3,930 | | | 13,152 |
| Corporate other operating expenses | | | (16,723) | | | (27,422) |
| Corporate interest expense (5) | | | (27,775) | | | (55,359) |
| Net gains (losses) on financial instruments and foreign exchange | | | (5,789) | | | (14,668) |
| Amortization and impairment of other acquired intangible assets | | | (5,896) | | | (9,805) |
| Other purchase accounting adjustments, net (6) | | | (26,726) | | | (50,056) |
| Acquisition-related expenses and other non-operating items (7) | | | (6,721) | | | (28,747) |
| Pretax income from continuing operations | | | $150,717 | | | $324,380 |
| Key segment ratios | | | | | | |
| Loss Ratio | 12.4% | 63.3% | | 11.3% | 59.2% | |
| Expense Ratio | 23.4% | 34.4% | | 21.7% | 33.8% | |
| Combined Ratio | 35.8% | 97.7% | | 33.0% | 93.0% | |
| Segment assets as of period end | | | | $6,504,057 | $4,021,418 | |
(1)
Results are for the five-month period subsequent to the Closing Date.
(2)
For the three and six months ended June 30, 2026, the Mortgage segment includes $10 million and $20 million, respectively, related to the Intercompany Note that is reported as interest expense in Corporate category and eliminated in consolidation.
(3)
Ceding commissions represent fees paid by reinsurers to offset certain costs incurred by the primary insurer. We report such commissions based on the nature of the underlying costs. For the Specialty segment, ceding commissions primarily relate to reimbursement of acquisition costs and are reported in amortization of deferred policy acquisition costs. For the Mortgage segment, ceding commissions primarily relate to reimbursement of operating expenses and are reported primarily in other operating expenses.
28
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(4)
For the three and six months ended June 30, 2026, the Mortgage segment includes $31 million and $51 million, respectively, of allocated holding company operating expenses, representing estimated time spent directly supporting the Mortgage business.
(5)
For the three and six months ended June 30, 2026, includes $10 million and $20 million, respectively, related to the Intercompany Note that is reported as net investment income in the Mortgage segment and eliminated in consolidation.
(6)
For the three and six months ended June 30, 2026, primarily includes $64 million and $118 million, respectively, of net VOBA asset and liability amortization, partially offset by $37 million and $68 million, respectively, of reversal of policy acquisition costs that are reflected in segment results but eliminated under purchase accounting on a consolidated basis.
(7)
Relates to acquisition-related expenses, which are included in other operating expenses on the condensed consolidated statement of operations.
**Segment operating results and other information**
| ($ in thousands) | Three Months Ended June 30, 2025 / Mortgage | Six Months Ended June 30, 2025 / Mortgage |
| --- | --- | --- |
| Net premiums earned | $233,526 | $467,570 |
| Net investment income | 53,289 | 101,740 |
| Other income | 1,502 | 3,284 |
| Total revenues | 288,317 | 572,594 |
| Less: expenses | | |
| Provision for losses | 11,954 | 27,294 |
| Amortization of deferred policy acquisition costs | 7,205 | 13,593 |
| Other operating expenses (1) | | |
| Salaries and share-based employee expenses | 42,012 | 74,648 |
| Other non-employee operating expenses | 15,071 | 30,486 |
| Depreciation expense | 1,873 | 3,747 |
| Ceding commissions | (7,075) | (13,797) |
| Total other operating expenses | 51,881 | 95,084 |
| Interest expense | 877 | 1,302 |
| Adjusted pretax operating income | $216,400 | $435,321 |
| Reconciling items | | |
| Corporate adjusted pretax operating income (loss) | | |
| Corporate net investment income | 8,383 | 20,942 |
| Corporate other operating expenses | (17,297) | (31,618) |
| Corporate interest expense | (16,551) | (32,615) |
| Net gains (losses) on financial instruments and foreign exchange | 1,851 | (150) |
| Acquisition-related expenses and other non-operating items | — | (384) |
| Pretax income from continuing operations | $192,786 | $391,496 |
| Key segment ratios | | |
| Loss Ratio | 5.1% | 5.8% |
| Expense Ratio | 25.3% | 23.2% |
| Combined Ratio | 30.4% | 29.0% |
| Segment assets as of period end | | $6,612,438 |
(1)
For the three and six months ended June 30, 2025, includes $32 million and $59 million, respectively, of allocated holding company operating expenses, representing estimated time spent directly supporting the Mortgage business.
As detailed below, the calculation of adjusted pretax operating income is presented for continuing operations only and therefore excludes income (loss) from discontinued operations, net of tax, for all periods presented herein.
29
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
While adjusted pretax operating income (loss) excludes from pretax income (loss) from continuing operations the effects of certain items that have occurred in the past and are expected to occur in the future, the excluded items represent those that are: (i) not viewed as part of the operating performance of our primary activities or (ii) not expected to result in an economic impact equal to the amount reflected in pretax income (loss) from continuing operations. These adjustments to pretax income (loss) from continuing operations, along with the reasons for their treatment, are described below.
Net gains (losses) on financial instruments and foreign exchange. The recognition of realized gains or losses on financial instruments and foreign currency exchange gains or losses can vary significantly across periods as such amounts are influenced by discretionary actions, including the timing of individual securities transactions, as well as by market conditions, our tax and capital profile, foreign currency movements and overall market cycles. Unrealized gains and losses arise primarily from changes in the market value of our investments that are classified as trading or equity securities and from changes in foreign exchange rates affecting monetary assets and liabilities. These valuation adjustments may not necessarily result in realized economic gains or losses.
Trends in the profitability of our fundamental operating activities can be more clearly identified without the fluctuations of these realized and unrealized gains or losses, foreign currency exchange impacts and changes in fair value of financial instruments.
Amortization of other acquired intangible assets. Amortization of other acquired intangible assets represents the periodic expense required to amortize the cost of acquired intangible assets over their estimated useful lives. Acquired intangible assets are also periodically reviewed for potential impairment, and impairment adjustments are made whenever appropriate. We do not view these charges as part of the operating performance of our primary activities.
Other purchase accounting adjustments, net. Other purchase accounting adjustments include amortization related to VOBA and other impacts resulting from purchase accounting, such as the reversal of amortization related to Inigo’s historical deferred acquisition costs and capitalized software as of the acquisition date. These non-cash amounts arise from acquisition-related accounting requirements and do not necessarily reflect the underlying operating performance of the acquired business.
Acquisition-related expenses and other non-operating items. Acquisition-related expenses and other non-operating items include activities that we do not view to be indicative of our fundamental operating activities, such as: (i) acquisition-related income and expenses; (ii) impairment of internal-use software and other long-lived assets; and (iii) gains (losses) on extinguishment of debt.
6. Fair Value of Financial Instruments
For discussion of our valuation methodologies for assets and liabilities measured at fair value and the fair value hierarchy, see Note 6 of Notes to Consolidated Financial Statements in our 2025 Form 10-K.
The following tables include a list of assets and liabilities that are measured at fair value by hierarchy level as of the dates indicated.
30
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
**Assets and liabilities carried at fair value by hierarchy level**
_June 30, 2026_
| (In thousands) | Level I | Level II | Level III | Total |
| --- | --- | --- | --- | --- |
| Investments | | | | |
| Fixed maturities available for sale | | | | |
| U.S. government and agency securities | $277,604 | $1,234 | — | $278,838 |
| State and municipal obligations | — | 215,590 | — | 215,590 |
| Corporate bonds and notes | — | 3,077,524 | — | 3,077,524 |
| RMBS | — | 1,327,021 | — | 1,327,021 |
| CMBS | — | 336,999 | — | 336,999 |
| CLO | — | 502,490 | — | 502,490 |
| Other ABS | — | 485,783 | — | 485,783 |
| Mortgage insurance-linked notes (1) | — | 1,429 | — | 1,429 |
| Other | — | 1,119 | — | 1,119 |
| Total fixed maturities available for sale | 277,604 | 5,949,189 | — | 6,226,793 |
| Fixed maturities trading securities | | | | |
| State and municipal obligations | — | 25,684 | — | 25,684 |
| Corporate bonds and notes | — | 15,207 | — | 15,207 |
| CMBS | — | 4,060 | — | 4,060 |
| Total fixed maturities trading securities | — | 44,951 | — | 44,951 |
| Equity securities | 22,074 | 6,291 | 4,046 | 32,411 |
| Other invested assets (2) (3) | 49,199 | — | 7,100 | 56,299 |
| Short-term investments | | | | |
| U.S. government and agency securities | 20,943 | 1,115 | — | 22,058 |
| State and municipal obligations | — | 12,841 | — | 12,841 |
| Money market instruments | 460,910 | — | — | 460,910 |
| Corporate bonds and notes | — | 70,581 | — | 70,581 |
| Other ABS | — | 11,019 | — | 11,019 |
| Other investments (4) | 482 | 45,009 | — | 45,491 |
| Total short-term investments | 482,335 | 140,565 | — | 622,900 |
| Total investments at fair value (3) | 831,212 | 6,140,996 | 11,146 | 6,983,354 |
| Other | | | | |
| Loaned securities and securities sold under repurchase agreements (5) | | | | |
| Corporate bonds and notes | — | 70,939 | — | 70,939 |
| RMBS | — | 3,428 | — | 3,428 |
| CLO | — | 2,471 | — | 2,471 |
| Equity securities | 28,518 | — | — | 28,518 |
| Total assets at fair value (3) | $859,730 | $6,217,834 | $11,146 | $7,088,710 |
| Liabilities | | | | |
| Derivative liabilities | — | — | $119 | $119 |
| Total liabilities at fair value | — | — | $119 | $119 |
(1)
Includes mortgage insurance-linked notes purchased by Radian Group in connection with the Mortgage XOL Program. See Note 8 for more information.
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(2)
Consists primarily of Lloyd’s overseas deposits, which are deposits held to provide security for the payment of policyholder claims in certain overseas jurisdictions. See Note 7 for additional information about our Lloyd’s overseas deposits.
(3)
Does not include other invested assets of $3 million that are primarily invested in limited partnership investments valued using the net asset value as a practical expedient.
(4)
Primarily consists of commercial paper.
(5)
Securities loaned to third-party borrowers under securities lending agreements or sold under repurchase agreements are classified as other assets on our condensed consolidated balance sheets. See Note 7 for more information on our securities lending and repurchase agreements.
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**Assets and liabilities carried at fair value by hierarchy level**
_December 31, 2025_
| (In thousands) | Level I | Level II | Level III | Total |
| --- | --- | --- | --- | --- |
| Investments | | | | |
| Fixed maturities available for sale | | | | |
| U.S. government and agency securities | $115,189 | $1,524 | — | $116,713 |
| State and municipal obligations | — | 167,126 | — | 167,126 |
| Corporate bonds and notes | — | 1,957,005 | — | 1,957,005 |
| RMBS | — | 884,258 | — | 884,258 |
| CMBS | — | 241,444 | — | 241,444 |
| CLO | — | 376,847 | — | 376,847 |
| Other ABS | — | 481,718 | — | 481,718 |
| Mortgage insurance-linked notes (1) | — | 45,689 | — | 45,689 |
| Other | — | 1,116 | — | 1,116 |
| Total fixed maturities available for sale | 115,189 | 4,156,727 | — | 4,271,916 |
| Fixed maturities trading securities | | | | |
| State and municipal obligations | — | 35,912 | — | 35,912 |
| Corporate bonds and notes | — | 24,791 | — | 24,791 |
| CMBS | — | 4,958 | — | 4,958 |
| Total fixed maturities trading securities | — | 65,661 | — | 65,661 |
| Equity securities | 29,630 | 2,956 | 4,046 | 36,632 |
| Other invested assets (2) (3) | — | — | 7,089 | 7,089 |
| Short-term investments | | | | |
| U.S. government and agency securities | 354,905 | 74,817 | — | 429,722 |
| Money market instruments | 219,384 | — | — | 219,384 |
| Corporate bonds and notes | — | 11,729 | — | 11,729 |
| Other ABS | — | 2,447 | — | 2,447 |
| Other investments (4) | — | 939,711 | — | 939,711 |
| Total short-term investments | 574,289 | 1,028,704 | — | 1,602,993 |
| Total investments at fair value (3) | 719,108 | 5,254,048 | 11,135 | 5,984,291 |
| Other | | | | |
| Loaned securities (5) | | | | |
| U.S. government and agency securities | 64,830 | — | — | 64,830 |
| Corporate bonds and notes | — | 54,155 | — | 54,155 |
| Equity securities | 22,893 | — | — | 22,893 |
| Total assets at fair value (3) | $806,831 | $5,308,203 | $11,135 | $6,126,169 |
| Liabilities | | | | |
| Derivative liabilities | — | — | $478 | $478 |
| Total liabilities at fair value | — | — | $478 | $478 |
(1)
Includes mortgage insurance-linked notes purchased by Radian Group in connection with the Mortgage XOL Program. See Note 8 for more information.
(2)
Consists primarily of interests in private debt and equity investments.
(3)
Does not include other invested assets of $3 million that are primarily invested in limited partnership investments valued using the net asset value as a practical expedient.
(4)
Consists of commercial paper.
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(5)
Securities loaned to third-party borrowers under securities lending agreements are classified as other assets on our condensed consolidated balance sheets. See Note 7 for more information on our securities lending agreements.
#### Other Fair Value Disclosure
The carrying value and estimated fair value of other selected assets and liabilities not carried at fair value on our condensed consolidated balance sheets are as follows as of the dates indicated.
**Financial instruments not carried at fair value**
| (In thousands) | June 30, 2026 / Carrying Amount | June 30, 2026 / Estimated Fair Value | December 31, 2025 / Carrying Amount | December 31, 2025 / Estimated Fair Value |
| --- | --- | --- | --- | --- |
| Company-owned life insurance | $104,103 | $104,103 | $102,323 | $102,323 |
| Short-term borrowings | | | | |
| Short-term senior notes | 449,156 | 449,523 | — | — |
| Short-term FHLB advances | 85,952 | 85,961 | 33,320 | 33,339 |
| Long-term borrowings | | | | |
| Long-term senior notes | 620,095 | 645,188 | 1,067,908 | 1,107,215 |
| Revolving credit facility | 75,000 | 75,000 | — | — |
| Long-term FHLB advances | 1,800 | 1,802 | 7,887 | 7,905 |
The fair value of our company-owned life insurance is estimated based on the cash surrender value less applicable surrender charges. These assets are categorized in Level II of the fair value hierarchy and are included in other assets on our condensed consolidated balance sheets. See Note 9 for further information on our company-owned life insurance.
The fair value of our senior notes is estimated based on quoted market prices. The fair value of our FHLB advances is estimated based on current market rates and contractual cash flows, including any fees that may be required to be paid to the FHLB. The carrying amount of borrowings under our revolving credit facility approximates fair value due to the floating rate nature of that debt. These liabilities are all categorized in Level II of the fair value hierarchy. See Note 12 for further information about our borrowings and financing activities.
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7. Investments
#### Available for Sale Securities
Our available for sale securities within our investment portfolio consist of the following as of the dates indicated.
_June 30, 2026_
| Available for sale securities / (In thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value |
| --- | --- | --- | --- | --- |
| Fixed maturities available for sale | | | | |
| U.S. government and agency securities | $309,128 | $16 | $(30,306) | $278,838 |
| State and municipal obligations | 228,025 | 1,299 | (13,734) | 215,590 |
| Corporate bonds and notes | 3,359,986 | 6,107 | (217,967) | 3,148,126 |
| RMBS | 1,400,364 | 3,096 | (73,011) | 1,330,449 |
| CMBS | 348,283 | 200 | (11,484) | 336,999 |
| CLO | 504,341 | 901 | (281) | 504,961 |
| Other ABS | 487,650 | 1,434 | (3,301) | 485,783 |
| Mortgage insurance-linked notes (1) | 1,434 | 2 | (7) | 1,429 |
| Other | 1,119 | — | — | 1,119 |
| Total securities available for sale, including loaned securities and securities sold under repurchase agreements | 6,640,330 | $13,055 | $(350,091) | 6,303,294 |
| Less: loaned securities and securities sold under repurchase agreements (3) | 79,290 | | | 76,501 |
| Total fixed maturities available for sale | $6,561,040 | | | $6,226,793 |
| | December 31, 2025 | | | |
| (In thousands) | AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | Fair Value |
| Fixed maturities available for sale | | | | |
| U.S. government and agency securities | $144,477 | $194 | $(27,958) | $116,713 |
| State and municipal obligations | 179,907 | 1,324 | (14,105) | 167,126 |
| Corporate bonds and notes | 2,188,193 | 20,622 | (197,655) | 2,011,160 |
| RMBS | 940,061 | 6,627 | (62,430) | 884,258 |
| CMBS | 254,233 | 208 | (12,997) | 241,444 |
| CLO | 375,999 | 1,003 | (155) | 376,847 |
| Other ABS | 478,245 | 5,545 | (2,072) | 481,718 |
| Mortgage insurance-linked notes (1) | 45,384 | 305 | — | 45,689 |
| Other | 1,116 | — | — | 1,116 |
| Total securities available for sale, including loaned securities | 4,607,615 | $35,828 | $(317,372) | 4,326,071 |
| Less: loaned securities (3) | 56,661 | | | 54,155 |
| Total fixed maturities available for sale | $4,550,954 | | | $4,271,916 |
(1)
Includes mortgage insurance-linked notes purchased by Radian Group in connection with the Mortgage XOL Program. See Note 8 for more information.
(2)
See “Gross Unrealized Losses and Related Fair Value of Available for Sale Securities” below for additional details.
(3)
Included in other assets on our condensed consolidated balance sheets. See “Loaned Securities and Securities Sold Under Repurchase Agreements” below for a discussion of our securities lending and repurchase agreements.
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#### Gross Unrealized Losses and Related Fair Value of Available for Sale Securities
For securities deemed “available for sale” that are in an unrealized loss position and for which an allowance for credit loss has not been established, the following tables provide the gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of the dates indicated. Included in the amounts as of June 30, 2026, and December 31, 2025, are loaned securities and securities sold under repurchase agreements that are classified as other assets on our condensed consolidated balance sheets, as further described below under “Loaned Securities and Securities Sold Under Repurchase Agreements.”
**Unrealized losses on fixed maturities available for sale by category and length of time**
_June 30, 2026_
| | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Less Than 12 Months | | | | 12 Months or Greater | | | | Total | | | |
| (In thousands)Description of Securities | Fair Value | | UnrealizedLosses | | Fair Value | | UnrealizedLosses | | Fair Value | | UnrealizedLosses | |
| U.S. government and agency securities | $ | $174,059 | $ | $(1,683) | $ | $94,790 | $ | $(28,623) | $ | $268,849 | $ | $(30,306) |
| State and municipal obligations | | 72,008 | | (572) | | 85,337 | | (13,162) | | 157,345 | | (13,734) |
| Corporate bonds and notes | | 1,689,592 | | (18,610) | | 950,054 | | (199,357) | | 2,639,646 | | (217,967) |
| RMBS | | 570,888 | | (5,518) | | 498,903 | | (67,493) | | 1,069,791 | | (73,011) |
| CMBS | | 89,228 | | (852) | | 193,127 | | (10,632) | | 282,355 | | (11,484) |
| CLO | | 168,420 | | (281) | | — | | — | | 168,420 | | (281) |
| Other ABS | | 215,707 | | (1,222) | | 36,200 | | (2,079) | | 251,907 | | (3,301) |
| Mortgage insurance-linked notes | | 789 | | (7) | | — | | — | | 789 | | (7) |
| Total | $ | $2,980,691 | $ | $(28,745) | $ | $1,858,411 | $ | $(321,346) | $ | $4,839,102 | $ | $(350,091) |
| | December 31, 2025 | | | | | | | | | | | |
| | Less Than 12 Months | | | | 12 Months or Greater | | | | Total | | | |
| (In thousands)Description of Securities | Fair Value | | UnrealizedLosses | | Fair Value | | UnrealizedLosses | | Fair Value | | UnrealizedLosses | |
| U.S. government and agency securities | $ | — | $ | — | $ | $98,287 | $ | $(27,958) | $ | $98,287 | $ | $(27,958) |
| State and municipal obligations | | 10,256 | | (167) | | 96,240 | | (13,938) | | 106,496 | | (14,105) |
| Corporate bonds and notes | | 100,367 | | (1,739) | | 1,102,930 | | (195,916) | | 1,203,297 | | (197,655) |
| RMBS | | 27,202 | | (105) | | 567,936 | | (62,325) | | 595,138 | | (62,430) |
| CMBS | | 2,820 | | (122) | | 232,409 | | (12,875) | | 235,229 | | (12,997) |
| CLO | | 56,480 | | (125) | | 5,650 | | (30) | | 62,130 | | (155) |
| Other ABS | | 31,117 | | (378) | | 38,757 | | (1,694) | | 69,874 | | (2,072) |
| Total | $ | $228,242 | $ | $(2,636) | $ | $2,142,209 | $ | $(314,736) | $ | $2,370,451 | $ | $(317,372) |
There were 2,302 and 639 securities in an unrealized loss position at June 30, 2026, and December 31, 2025, respectively. We determined that these unrealized losses were due to non-credit factors and that, as of June 30, 2026, we did not expect to realize a loss for our investments in an unrealized loss position given our intent and ability to hold these investment securities until recovery of their amortized cost basis. See Note 2 of Notes to Consolidated Financial Statements in our 2025 Form 10-K for information regarding our accounting policy for impairments of investments.
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#### Contractual Maturities
The contractual maturities of fixed-maturities available for sale are as follows.
**Contractual maturities of fixed maturities available for sale**
_June 30, 2026_
| (In thousands) | Amortized Cost | Fair Value |
| --- | --- | --- |
| Due in one year or less | $203,071 | $201,757 |
| Due after one year through five years (1) | 2,022,626 | 1,976,981 |
| Due after five years through 10 years (1) | 777,228 | 759,853 |
| Due after 10 years (1) | 895,333 | 705,082 |
| Asset-backed and mortgage-backed securities (2) | 2,742,072 | 2,659,621 |
| Total | 6,640,330 | 6,303,294 |
| Less: loaned securities and securities sold under repurchase agreements | 79,290 | 76,501 |
| Total fixed maturities available for sale | $6,561,040 | $6,226,793 |
(1)
Actual maturities may differ as a result of calls before scheduled maturity.
(2)
Includes RMBS, CMBS, CLO, other ABS and mortgage insurance-linked notes, which are not due at a single maturity date.
#### Net Investment Income
Net investment income consists of the following.
| Net investment income | Three Months Ended June 30, | Six Months Ended June 30, |
| --- | --- | --- |
| (In thousands) | 2025 | 2025 |
| Investment income | | |
| Fixed maturities | $$57,354 | $$114,002 |
| Equity securities | 2,634 | 4,779 |
| Short-term investments | 2,842 | 6,351 |
| Other (2) | 1,861 | 3,434 |
| Gross investment income | 64,691 | 128,566 |
| Investment expenses (2) | (3,019)) | (5,884)) |
| Net investment income | $$61,672 | $$122,682 |
(1)
Includes Inigo results from the Closing Date of the acquisition through June 30, 2026.
(2)
Includes income and expenses from securities lending transactions and securities sold under repurchase agreements. Investment expenses also include other investment management expenses.
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#### Net Gains (Losses) on Financial Instruments and Foreign Exchange
Net gains (losses) on financial instruments and foreign exchange consists of the following.
**Net gains (losses) on financial instruments and foreign exchange**
| Line item | Three Months Ended June 30, | Six Months Ended June 30, |
| --- | --- | --- |
| (In thousands) | 2025 | 2025 |
| Net realized gains (losses) on investments sold or redeemed | | |
| Fixed maturities available for sale | | |
| Gross realized gains | $$370 | $$462 |
| Gross realized losses | (2,426)) | (4,868)) |
| Fixed maturities available for sale, net | (2,056)) | (4,406)) |
| Fixed maturities trading securities | — | — |
| Equity securities | — | 898) |
| Other investments | 1) | 14) |
| Net realized gains (losses) on investments sold or redeemed | (2,055)) | (3,494)) |
| Change in unrealized gains (losses) on investments sold or redeemed | 4 | (922) |
| Net unrealized gains (losses) on investments still held | | |
| Fixed maturities trading securities | 31 | 2,249) |
| Equity securities | 1,304 | (243)) |
| Other investments | (24)) | (28)) |
| Net unrealized gains (losses) on investments still held | 1,311 | 1,978) |
| Total net gains (losses) on investments | (740)) | (2,438)) |
| Net gains (losses) on other financial instruments | 2,591 | 2,288 |
| Net gains (losses) on foreign exchange | — | — |
| Net gains (losses) on financial instruments and foreign exchange | $$1,851) | $$(150)) |
(1)
Includes Inigo results from the Closing Date of the acquisition through June 30, 2026.
#### Loaned Securities and Securities Sold Under Repurchase Agreements
We participate in a securities lending program whereby we loan certain securities in our investment portfolio to third-party borrowers for short periods of time. Under this program, we had loaned $105 million and $142 million of our investment securities to third parties as of June 30, 2026, and December 31, 2025, respectively, including fixed-maturities, equity securities and short-term investments. Although we report such securities at fair value within other assets on our condensed consolidated balance sheets, rather than within investments, the detailed information we provide in this Note 7 includes these securities.
All of our securities lending agreements are classified as overnight and revolving. Securities collateral on deposit with us from third-party borrowers totaling $29 million and $84 million as of June 30, 2026, and December 31, 2025, respectively, may not be transferred or re-pledged unless the third-party borrower is in default, and is therefore not reflected in our condensed consolidated financial statements.
See Note 6 herein for additional detail on the loaned securities and see Note 6 of Notes to Consolidated Financial Statements in our 2025 Form 10-K for additional information about our accounting policies with respect to our securities lending agreements and the collateral requirements thereunder.
In addition, from time to time, we may agree to transfer certain investment securities to a transferee in exchange for cash, while simultaneously entering into an agreement to reacquire the securities on a specified future date for an amount
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equal to the cash received plus interest. As of June 30, 2026, amounts owed under these securities repurchase agreements totaled $5 million and are included in other liabilities in our condensed consolidated balance sheets. We report securities pledged under such repurchase agreements at fair value within other assets in our condensed consolidated balance sheets, and include those amounts in this Note 7.
#### Other
Our investments include securities totaling $10 million at both June 30, 2026, and December 31, 2025, that are on deposit and serving as collateral with various state regulatory authorities. Our fixed-maturities available for sale also include securities serving as collateral for our FHLB advances. See Note 12 for additional information about our FHLB advances.
Our other long-term invested assets include $49 million of Lloyd’s overseas deposits at June 30, 2026, which are deposits held to provide security for the payment of policyholder claims in certain overseas jurisdictions and enable Syndicate 1301 to operate in those markets. The access to these funds is restricted, and Syndicate 1301 cannot influence the investment strategy.
8. Reinsurance
We purchase reinsurance and cede certain risk within our Mortgage and Specialty segments as part of our risk distribution strategy, including to manage our capital position and risk profile. Our Specialty segment also assumes additional risk by providing reinsurance to other insurance companies as part of its core product offerings.
The reinsurance arrangements for our Mortgage business include premiums ceded under our Mortgage QSR Program and our Mortgage XOL Program. The initial and ongoing credit that we receive under the PMIERs financial requirements for these risk distribution transactions is subject to the periodic review of the GSEs.
The ceded reinsurance arrangements for our Specialty business include excess of loss reinsurance, quota share reinsurance and three catastrophe bond placements entered into through strategic counterparties. Where an individual exposure is considered material relative to Inigo’s risk appetite, Inigo may purchase additional facultative reinsurance specific to that exposure. In addition, Inigo purchases aggregate reinsurance protection (i.e., excess of loss structures with aggregate deductibles) designed to limit the impact of losses arising from multiple claims, particularly in classes such as liability and casualty.
Although we use reinsurance as one of our risk management tools, reinsurance does not relieve us of our obligations to our policyholders. In the event the reinsurers are unable to meet their obligations to us, our insurance subsidiaries would be liable for any defaulted amounts.
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The effect of all our reinsurance programs on our net premiums written and earned is as follows.
**Net premiums written and earned**
| Line item | Net Premiums Written / Three Months Ended June 30, | Net Premiums Written / Six Months Ended June 30, | Net Premiums Earned / Three Months Ended June 30, | Net Premiums Earned / Six Months Ended June 30, |
| --- | --- | --- | --- | --- |
| (In thousands) | 2025 | 2025 | 2025 | 2025 |
| Direct | | | | |
| Mortgage | $$255,014 | $$507,518 | $$262,044 | $$523,955 |
| Specialty | N/A | N/A | N/A | N/A |
| Total direct | 255,014 | 507,518 | 262,044 | 523,955 |
| Assumed | | | | |
| Specialty | N/A | N/A | N/A | N/A |
| Total assumed | N/A | N/A | N/A | N/A |
| Ceded | | | | |
| Mortgage (2) | (23,419)) | (45,673)) | (28,518)) | (56,385)) |
| Specialty | N/A | N/A | N/A | N/A |
| Total ceded (2) | (23,419)) | (45,673)) | (28,518)) | (56,385)) |
| Total | | | | |
| Mortgage | 231,595 | 461,845 | 233,526 | 467,570 |
| Specialty | N/A | N/A | N/A | N/A |
| Total net premiums | $$231,595 | $$461,845 | $$233,526 | $$467,570 |
N/A – Not applicable
(1)
Includes Inigo results from the Closing Date through June 30, 2026.
(2)
Net of profit commission, which is impacted by the level of ceded losses recoverable, if any, on reinsurance transactions. See Note 11 for additional information on our reserve for losses and reinsurance recoverables.
**Other reinsurance impacts**
| Line item | Three Months Ended June 30, | Six Months Ended June 30, |
| --- | --- | --- |
| (In thousands) | 2025 | 2025 |
| Ceding commissions earned | | |
| Mortgage (2) | $$7,371 | $$14,406 |
| Specialty (3) | N/A | N/A |
| Total ceding commissions earned | $$7,371 | $$14,406 |
| Ceded losses | | |
| Mortgage | $$3,968 | $$8,227 |
| Specialty | N/A | N/A |
| Total ceded losses | $$3,968 | $$8,227 |
N/A – Not applicable
(1)
Includes Inigo results from the Closing Date of the acquisition through June 30, 2026.
(2)
For the Mortgage segment, ceding commissions primarily relate to reimbursement of operating expenses and are reported primarily in other operating expenses in our condensed consolidated statements of operations. Deferred ceding commissions are included in other liabilities on our condensed consolidated balance sheets.
(3)
For the Specialty segment, ceding commissions primarily relate to reimbursement of acquisition costs and are reported in amortization of deferred policy acquisition costs in our condensed consolidated statements of operations. Deferred ceding commissions are included in other assets on our condensed consolidated balance sheets.
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#### Mortgage
#### Mortgage QSR Program
Radian Guaranty entered into each of the agreements under our Mortgage QSR Program with panels of third-party reinsurance providers to cede a contractual quota share percentage of certain of our NIW, subject to certain conditions.
During the second quarter of 2026, Radian Guaranty agreed to terms on two quota share reinsurance arrangements, each with a separate panel of third-party reinsurance providers. Under these agreements, Radian Guaranty expects to cede 15% of eligible NIW issued from July 1, 2027, through June 30, 2028, which will increase total quota share coverage on such NIW during that period to 30%. The second agreement provides for the cession of 20% of eligible NIW issued from July 1, 2028, through June 30, 2029. In each case, coverage is subject to the terms and conditions of the applicable agreement.
During the second quarter of 2026, Radian Guaranty also amended its 2022 quota share reinsurance agreement covering eligible NIW issued from January 1, 2022, through June 30, 2023. The amendment, which becomes effective on July 1, 2026, was executed with substantially all participants in the existing reinsurance panel and provides for a reduction in approximately 40% of Radian Guaranty’s ongoing cost, while extending the agreement’s early termination date.
Radian Guaranty receives a ceding commission for ceded premiums earned pursuant to these transactions and is also entitled to receive a profit commission either quarterly or annually, depending on the terms of the particular agreement, provided that the Loss Ratio on the loans covered under the agreements generally remains below the applicable prescribed thresholds. Losses on the ceded risk up to these thresholds reduce Radian Guaranty’s profit commission on a dollar-for-dollar basis.
See Note 8 of Notes to Consolidated Financial Statements in our 2025 Form 10-K for more information on our Mortgage QSR Program.
#### Mortgage XOL Program
#### Mortgage Insurance-linked Notes
Radian Guaranty has entered into fully collateralized reinsurance arrangements with the Eagle Re Issuers, as described below. For the respective coverage periods, Radian Guaranty retains the first-loss layer of aggregate losses, as well as any losses in excess of the outstanding reinsurance coverage amounts. The Eagle Re Issuers provide second layer coverage up to the outstanding coverage amounts. For each of these reinsurance arrangements, the Eagle Re Issuers financed their coverage by issuing mortgage insurance-linked notes to eligible capital markets investors in unregistered private offerings.
The Eagle Re Issuers are not subsidiaries or affiliates of Radian Guaranty. Based on the accounting guidance that addresses VIEs, we have not consolidated any of the assets and liabilities of the Eagle Re Issuers in our financial statements, because Radian does not have: (i) the power to direct the activities that most significantly affect the Eagle Re Issuers’ economic performances or (ii) the obligation to absorb losses or the right to receive benefits from the Eagle Re Issuers that potentially could be significant to the Eagle Re Issuers. See Note 2 of Notes to Consolidated Financial Statements in our 2025 Form 10-K for more information on our accounting treatment of VIEs.
The reinsurance premium due to the Eagle Re Issuers is calculated by multiplying the outstanding reinsurance coverage amount at the beginning of a period by a coupon rate, which is the sum of the Secured Overnight Financing Rate (“SOFR”), plus a contractual risk margin, and then subtracting actual investment income collected on the assets in the reinsurance trust during the preceding month. As a result, the amount of monthly reinsurance premiums ceded to the Eagle Re Issuers will fluctuate due to changes in one-month SOFR and changes in money market rates that affect investment income collected on the assets in the reinsurance trusts.
In the event an Eagle Re Issuer is unable to meet its future obligations to us, if any, Radian Guaranty would nonetheless be liable to make claims payments to our policyholders. In the event that all of the assets in the reinsurance trust become worthless and the Eagle Re Issuer is unable to make its payments to us, our maximum potential loss would be the amount of mortgage insurance claim payments for losses on the insured policies, net of the aggregate reinsurance payments already received, up to the full aggregate excess of loss reinsurance coverage amount.
Effective June 25, 2026, Radian Guaranty exercised its optional clean-up call right to terminate Radian Guaranty’s excess-of-loss reinsurance agreement with Eagle Re 2021-1 Ltd. In connection with the termination of Radian Guaranty’s
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excess-of-loss reinsurance agreement with Eagle Re 2021-1 Ltd., the insurance-linked notes issued by Eagle Re 2021-1 Ltd. were redeemed in full through a distribution of the remaining collateral assets related to those notes.
The following table presents the total VIE assets and liabilities of the Eagle Re Issuers as of the dates indicated.
**Total VIE assets and liabilities of Eagle Re Issuers (1)**
| (In thousands) | June 30,2026 | December 31,2025 |
| --- | --- | --- |
| Eagle Re 2023-1 Ltd. | $235,058 | $261,977 |
| Eagle Re 2021-2 Ltd. | 115,789 | 156,971 |
| Eagle Re 2021-1 Ltd. (2) | — | 78,083 |
| Total | $350,847 | $497,031 |
(1)
Assets held by the Eagle Re Issuers are required to be invested in U.S. government money market funds, cash or U.S. Treasury securities. Liabilities of the Eagle Re Issuers consist of their mortgage insurance-linked notes, as described above. Assets and liabilities are equal to each other for each of the Eagle Re Issuers.
(2)
In June 2026, the excess-of-loss reinsurance agreement with Eagle Re 2021-1 Ltd. was terminated, as further discussed above.
#### Traditional Mortgage XOL Reinsurance
For the coverage periods under our traditional Mortgage XOL reinsurance agreements, Radian Guaranty retains the first-loss layer of aggregate losses, as well as any losses in excess of the outstanding reinsurance coverage amounts. The reinsurers provide second layer coverage up to the outstanding coverage amounts. Radian Guaranty is then responsible for any losses in excess of the reinsurance coverage amount.
See Note 8 of Notes to Consolidated Financial Statements in our 2025 Form 10-K for more information on our Mortgage XOL Program.
#### Other Collateral
Consistent with the PMIERs reinsurer counterparty collateral requirements, the third-party reinsurers to Radian Guaranty have established trusts to help secure our potential cash recoveries. In addition to the total VIE assets of the Eagle Re Issuers discussed above, the amount held in reinsurance trusts for the benefit of Radian Guaranty was $436 million as of June 30, 2026, compared to $416 million as of December 31, 2025.
In addition, under our Mortgage QSR Program, Radian Guaranty holds amounts related to ceded premiums written to collateralize the reinsurers’ obligations, which are reported as reinsurance funds withheld in other liabilities on our condensed consolidated balance sheets. Certain loss recoveries and profit commissions paid to Radian Guaranty related to the Mortgage QSR Program are expected to be realized from this account. See Note 9 for additional detail on our reinsurance funds withheld balances.
#### Specialty
In our Specialty segment, we cede insurance risk in the normal course of business through reinsurance arrangements. These arrangements are accounted for as reinsurance contracts when significant insurance risk is transferred.
Ceded written premiums under quota share arrangements are recognized in line with the recognition of premiums for the related direct insurance or assumed reinsurance business. Ceded written premiums under excess of loss reinsurance contracts are recognized on the effective date of the reinsurance contract.
Reinstatement premiums represent the additional premiums that restore the reinsurance limit of an excess of loss contract following a loss event and provide coverage for the remainder of the original contract term. Reinstatement premiums are recognized as revenue in full on the date of loss.
Prepaid reinsurance premiums represent the portion of ceded premiums written in a year that relate to periods of risk after the reporting date. Prepaid reinsurance premiums are deferred and recognized as ceded premium over the period in which the related reinsurance coverage is provided. For risks‑attaching policies, prepaid reinsurance premiums are recognized over the term of the underlying direct insurance policies or assumed reinsurance contracts. For losses‑occurring contracts,
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such as excess of loss reinsurance policies, prepaid reinsurance premiums are recognized over the term of the ceded reinsurance contract. The exception to straight-line earning are those contracts providing coverage for the property catastrophe excess of loss reinsurance class, which are earned based on exposure to reflect the seasonality of the underlying business.
Commissions receivable on ceded reinsurance contracts are deferred to the extent that they relate to the prepaid reinsurance premiums recorded at the reporting date and are amortized over the term of the ceded reinsurance premiums.
Reinsurance recoverables represent the reinsurers’ share of paid and unpaid claims, including IBNR claims. Reinsurance recoverables are estimated on a basis consistent with the underlying paid or unpaid claims in accordance with the terms of the related reinsurance contract.
The Company assesses the collectability of reinsurance recoverables at each reporting date. An impairment is recognized when, based on current information, amounts are not probable of collection due to reinsurer nonperformance or other credit‑related factors. Impairment losses are recognized in earnings in the period incurred.
Two reinsurers each accounted for more than 10% of total reinsurance recoverables and ceded unearned premiums for the Specialty segment as of June 30, 2026, and, in the aggregate, represented 24% of the total.
#### Specialty XOL Program
Inigo uses catastrophe excess of loss programs to manage exposure against large loss events across its insurance and reinsurance portfolios. Core programs are placed primarily with highly rated traditional reinsurers, while alternative capital is increasingly utilized at higher layers. Inigo also purchases additional protections to address second‑event risk and non‑U.S. peak peril exposures. Program structures and attachment points are actively managed and adjusted in line with exposure growth and loss experience.
#### Specialty QSR Program
Quota share reinsurance within our Specialty segment is used selectively to support underwriting capacity while maintaining net retentions, particularly for long-tail and catastrophe exposed classes. Inigo also utilizes variable quota share arrangements to manage volatility as gross maximum line sizes increase. These arrangements are predominantly placed with established reinsurers and include customary commission and profit-sharing features.
#### Catastrophe Bond Placements
Catastrophe bonds are a core component of Inigo’s catastrophe risk management strategy, providing multi‑year protection to mitigate the risk of losses arising from large U.S. wind and earthquake events, including second‑event coverage. The catastrophe bond program complements Inigo’s traditional reinsurance placements by providing access to collateralized capital markets capacity. Syndicate 1301 is the beneficiary of the catastrophe bond reinsurance coverage.
Recoveries under these reinsurance arrangements are in proportion to industry losses determined on a per state basis for U.S. hurricane and earthquake losses. As of June 30, 2026, the total limit available under catastrophe bond-related reinsurance coverage was $470 million, with each arrangement providing protection over a multi-year term. These arrangements include annual reset and cancellation provisions that allow Inigo to reassess coverage based on changes in underlying exposures.
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9. Other Assets and Liabilities
The following table provides the components of other assets as of the dates indicated.
**Other assets**
| (In thousands) | June 30,2026 | December 31,2025 |
| --- | --- | --- |
| Prepaid reinsurance premiums (1) | $247,029 | $53,331 |
| Loaned securities and securities sold under repurchase agreements (Notes 6 and 7) | 105,356 | 141,878 |
| Company-owned life insurance (2) | 104,103 | 102,323 |
| Other | 90,203 | 53,805 |
| Total other assets | $546,691 | $351,337 |
(1)
Relates to our Specialty QSR Program, Specialty XOL Program and Mortgage QSR Program.
(2)
We are the beneficiary of insurance policies on the lives of certain of our current and past officers and employees. The balances reported in other assets reflect the amounts that could be realized upon surrender of the insurance policies as of each respective date.
The following table provides the components of other liabilities as of the dates indicated.
**Other liabilities**
| (In thousands) | June 30,2026 | December 31,2025 |
| --- | --- | --- |
| Reinsurance payables (1) | $242,963 | $10,957 |
| Reinsurance funds withheld (2) | 129,133 | 123,866 |
| Current federal and foreign income taxes (3) | 80,233 | 34,772 |
| Amount payable under securities lending agreements (4) | 79,781 | 62,212 |
| Accrued compensation | 55,104 | 48,257 |
| Lease liability | 33,003 | 22,120 |
| Other | 76,021 | 64,286 |
| Total other liabilities | $696,238 | $366,470 |
(1)
Primarily relates to ceded premiums payable to reinsurers for our Specialty reinsurance programs.
(2)
Primarily represents ceded premiums written held by Radian Guaranty to collateralize our reinsurers’ obligations related to our Mortgage QSR Program. See Note 8 for additional information.
(3)
Current federal and foreign income taxes primarily reflect income taxes for the current year, including amounts related to uncertain tax positions. See Note 10 for additional information.
(4)
Represents the obligation to return cash collateral under our securities lending agreements. See Note 7 for additional information.
10. Income Taxes
We use the estimated effective tax rate method to calculate income taxes in interim periods. Certain items, including those deemed to be unusual, infrequent or that cannot be reliably estimated, are excluded from the estimated annual tax rate. In these cases, the actual tax expense or benefit is reported in the same period as the related item.
As of June 30, 2026, and December 31, 2025, our net current federal and foreign income tax liability primarily relates to applying the standards of accounting for uncertainty in income taxes, as well as taxes owed on taxable income for both periods. These amounts are included as a component of other assets and liabilities on our condensed consolidated balance sheets. See Note 9 for detail on the components of our other assets and liabilities.
As of June 30, 2026, the Company’s gross unrecognized tax benefits were $81 million, compared to $21 million as of December 31, 2025. The net increase of $60 million was primarily attributable to uncertain tax positions assumed as a result of the Inigo acquisition and additional reserves associated with the continuation of those positions in the 2026 tax year.
In addition, as a result of the Inigo acquisition, the Company is subject to U.S. federal income tax on certain income earned by its foreign subsidiaries that are treated as controlled foreign corporations (“CFCs”) under the global intangible
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low‑taxed income (“GILTI”) provisions of the Internal Revenue Code, which were amended and renamed as net CFC tested income (“NCTI”) under Public Law 119-21 (commonly referred to as the “One Big Beautiful Bill Act”). Beginning in the current year, the Company has elected to account for GILTI/NCTI as a period cost in accordance with the accounting standard regarding income taxes (ASC 740) and, accordingly, recognizes any related tax expense in the period in which the tax is incurred. Under this policy, the Company does not record deferred tax assets or liabilities for temporary differences that may give rise to future GILTI/NCTI inclusions. No GILTI/NCTI expense was recorded for the six months ended June 30, 2026.
As a mortgage guaranty insurer, we are eligible for a tax deduction, subject to certain limitations, under Internal Revenue Code Section 832(e) for amounts required by state law or regulation to be set aside in statutory contingency reserves. The deduction is allowed only to the extent that, in conjunction with quarterly federal tax payment due dates, we purchase non-interest-bearing U.S. Mortgage Guaranty Tax and Loss Bonds issued by the U.S. Department of the Treasury in an amount equal to the tax benefit derived from deducting any portion of our statutory contingency reserves. As of both June 30, 2026, and December 31, 2025, we held $1.1 billion of these bonds which are reported as prepaid federal income taxes in our condensed consolidated balance sheets. The corresponding deduction of our statutory contingency reserves resulted in the recognition of a net deferred tax liability.
For information on income taxes related to discontinued operations, see Note 18. For additional information on our income taxes, including our accounting policies, see Notes 2 and 10 of Notes to Consolidated Financial Statements in our 2025 Form 10-K.
11. Losses and LAE
Our reserve for losses and LAE consists of the following as of the dates indicated.
**Reserve for losses and LAE**
| (In thousands) | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Mortgage reserve for losses and LAE | $418,388 | $399,946 |
| Specialty | | |
| Reserve for losses and LAE | 1,460,632 | N/A |
| VOBA liability – reserves | 32,760 | N/A |
| Total Specialty reserve for losses and LAE | 1,493,392 | N/A |
| Total reserve for losses and LAE | $1,911,780 | $399,946 |
N/A – Not applicable
Our provision for losses consists of the following for the periods indicated.
| Provision for losses | Three Months Ended June 30, | Six Months Ended June 30, |
| --- | --- | --- |
| (In thousands) | 2025 | 2025 |
| Mortgage provision for losses | $$11,954 | $$27,294 |
| Specialty provision for losses | N/A | N/A |
| Amortization of VOBA liability – reserves (2) | N/A | N/A |
| Total provision for losses | $$11,954 | $$27,294 |
N/A – Not applicable
(1)
Includes Inigo results from the Closing Date of the acquisition through June 30, 2026.
(2)
Represents positive amortization of the VOBA intangible asset attributable to reserves.
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#### Mortgage
For the periods indicated, the following table presents information relating to our mortgage insurance reserve for losses, including IBNR reserves and LAE.
| Rollforward of reserve for losses / (In thousands) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Balance at beginning of period | $399,946 | $354,431 |
| Less: Reinsurance recoverables (1) | 47,019 | 34,144 |
| Balance at beginning of period, net of reinsurance recoverables | 352,927 | 320,287 |
| Add: Losses and LAE incurred in respect of default notices reported and unreported in: | | |
| Current year (2) | 115,294 | 103,750 |
| Prior years | (61,600) | (76,456) |
| Total incurred | 53,694 | 27,294 |
| Deduct: Paid claims and LAE related to: | | |
| Current year (2) | 168 | 220 |
| Prior years | 41,006 | 11,001 |
| Total paid | 41,174 | 11,221 |
| Balance at end of period, net of reinsurance recoverables | 365,447 | 336,360 |
| Add: Reinsurance recoverables (1) | 52,941 | 40,872 |
| Balance at end of period | $418,388 | $377,232 |
(1)
Related to ceded losses recoverable, if any, on ceded reinsurance transactions. See Note 8 for additional information.
(2)
Related to underlying defaulted loans with a most recent default notice dated in the year indicated. For example, if a loan had defaulted in a prior year, but then subsequently cured and later re-defaulted in the current year, that default would be considered a current year default.
#### Reserve Activity
#### Incurred Losses
Total incurred losses in our Mortgage segment are driven by: (i) case reserves established for new default notices, which are primarily impacted by both the number of new primary default notices received in the period and our related gross Default to Claim Rate and Claim Severity assumptions applied to those new defaults and (ii) reserve developments on prior period defaults, which are primarily impacted by changes to our prior Default to Claim Rate and Claim Severity assumptions applied to these loans.
New primary default notices totaled 25,957 for the six months ended June 30, 2026, compared to 23,972 for the six months ended June 30, 2025, representing an increase of 8%.
Our gross Default to Claim Rate assumption applied to new defaults was 7.5% as of both June 30, 2026, and June 30, 2025, based on our review of trends in Cures and claims paid for our default inventory and taking into consideration the risks and uncertainties associated with the current economic environment.
Our provision for losses during the first six months of both 2026 and 2025 was positively impacted by favorable reserve development on prior year defaults, primarily as a result of Cure trends that were more favorable than originally estimated, and which resulted in reductions in certain of our prior year Default to Claim Rate assumptions in the first six months of both 2026 and 2025.
#### Claims Paid
Total claims paid increased for the six months ended June 30, 2026, compared to the same period in 2025, consistent with both the growth and seasoning of our IIF and our reserving expectations.
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For additional information about our Reserve for Losses and LAE, including our accounting policies, see Notes 2 and 11 of Notes to Consolidated Financial Statements in our 2025 Form 10-K.
#### Specialty
For the period indicated, the following table presents information relating to our specialty insurance reserve for losses, including IBNR reserves and LAE.
| Rollforward of reserve for losses / (In thousands) / Balance at beginning of period | From Closing Date to June 30, 2026 / — |
| --- | --- |
| Acquired balance at Closing Date | 1,325,171 |
| Add: Acquisition-date fair value adjustment (1) | 39,083 |
| Less: Reinsurance recoverables (2) | 269,418 |
| Balance at Closing Date, net of reinsurance recoverables | 1,094,836 |
| Add: Net incurred losses and LAE relating to losses occurring in: | |
| Current year | 292,256 |
| Prior years | (36,749) |
| Total incurred | 255,507 |
| Deduct: Net paid losses and LAE relating to losses occurring in: | |
| Current year | 12,962 |
| Prior years | 105,384 |
| Total claims paid | 118,346 |
| Add: Amortization of VOBA liability – reserves | (6,323) |
| Add: Net foreign exchange (gains) / losses (3) | (3,898) |
| Balance at end of period, net of reinsurance recoverables | 1,221,776 |
| Add: Reinsurance recoverables (2) | 271,616 |
| Balance at end of period | $1,493,392 |
(1)
Acquisition-date fair value adjustment includes the VOBA reserves intangible asset related to Inigo’s acquired net reserve for losses.
(2)
Related to ceded losses recoverable, if any, on ceded reinsurance transactions. See Note 8 for additional information.
(3)
Foreign exchange (gains) losses are related to foreign currency denominated loss reserves associated with international insurance exposures in the Specialty segment. Foreign exchange (gains) losses on foreign currency denominated loss reserves are reflected through net income (loss) as a component of net gains (losses) on financial instruments and foreign exchange in the condensed consolidated statements of operations.
Our specialty insurance loss reserves represent management’s estimate of the ultimate cost of settling all claims incurred but unpaid at the balance sheet date, whether reported or not. Estimating loss reserves is a complex and inherently judgmental process due to the uncertainty in the amount and timing of claim payments, particularly for claims that have been incurred but not yet reported to Inigo.
Loss reserves are comprised of the following components.
- case reserves, representing estimates for reported claims that have not yet been paid;
- IBNR reserves, representing estimates for claims incurred but not yet reported; and
- LAE reserves, which include internal and external costs associated with settling claims, such as legal and other professional fees and claims administration expenses.
Case reserves are established on an individual claim basis for reported claims not yet settled as of the balance sheet date, taking into consideration available information regarding claim circumstances, handling costs and observed settlement trends.
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The estimated cost of unpaid claims is calculated using a variety of actuarial and statistical estimation techniques based primarily on historical loss experience, which assume that future claims development patterns will be consistent with past experience. Adjustments are made, as necessary, to reflect factors that may not be fully captured in the historical data, including changes in claims handling procedures, legal or regulatory environments, inflationary pressures, the impact of large losses and relevant industry trends.
IBNR reserves are determined using actuarial techniques that project the development of claims over time based on historical experience, taking into consideration recent underwriting activity, changes in the mix of business and underlying policy terms and conditions. For more recent accident periods, where claims development may be more volatile, estimates may incorporate additional reliance on actuarial judgment, rating models and assessments of current underwriting conditions.
Large losses are analyzed separately, when appropriate, to mitigate potential distortions in underlying reserve development patterns.
Loss reserves are based on information available as of the balance sheet date and are intended to represent management’s best estimate of ultimate claims settlement costs within a reasonable range of possible outcomes.
Anticipated salvage and subrogation recoveries are estimated on an individual claim basis based on currently available information, including claims experience and applicable legal considerations, and are reported as reductions to loss reserves.
LAE reserves represent the estimated internal and external costs of investigating, managing and settling claims incurred by the Company, whether reported or not. These costs include allocated expenses directly attributable to individual claims, such as legal, loss adjuster, expert and other professional fees and unallocated claims handling costs, including the relevant costs of the claims function and related administration. LAE reserves are included within reserve for losses and LAE on our condensed consolidated balance sheets and are estimated consistently with the underlying provisions for notified claims and IBNR.
#### Reserve Activity
#### Incurred Losses
Loss and LAE reserves, net of reinsurance recoverables, increased $127 million from the Closing Date to June 30, 2026, driven primarily by current year incurred losses and the acquisition-date fair value reserves adjustment for VOBA, partly offset by paid claims and favorable prior year development.
Net incurred losses for the period from the Closing Date to June 30, 2026, were $256 million excluding the amortization of the VOBA intangible asset attributable to reserves of $6 million, comprising $292 million of current accident year losses, partially offset by favorable prior year development of $37 million. Prior year development was favorable in aggregate across most lines of business driven primarily by claims emergence that was better than previously expected. These favorable developments were partly offset by adverse development on certain large losses, primarily within general liability lines.
The current accident year loss experience benefited from relatively benign catastrophe activity during the period. This benefit was partially offset by losses arising from the Middle East conflict.
#### Claims Paid
Net paid losses and LAE of $118 million during the period from the Closing Date to June 30, 2026 primarily reflect settlement activity on prior accident year claims, including catastrophe and large loss settlements.
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12. Borrowings and Financing Activities
As of the dates indicated, the carrying value of our debt is as follows.
**Borrowings**
| ($ in thousands) | Interest rate (1) | June 30,2026 | December 31,2025 |
| --- | --- | --- | --- |
| Short-term borrowings | | | |
| Senior Notes due 2027 | 4.875% | $449,156 | — |
| FHLB advances due 2026 | 3.895% | 79,865 | 33,320 |
| FHLB advances due 2027 | 2.237% | 6,087 | — |
| Total short-term borrowings | | $535,108 | $33,320 |
| Long-term borrowings | | | |
| Senior Notes due 2027 | 4.875% | — | $448,577 |
| Senior Notes due 2029 | 6.200% | 620,095 | 619,331 |
| Revolving credit facility | 4.894% | 75,000 | — |
| FHLB advances due 2027 | 3.663% | 1,800 | 7,887 |
| Total long-term borrowings | | $696,895 | $1,075,795 |
(1)
As of June 30, 2026. Interest on the revolving credit facility is floating rate, subject to change monthly. Interest on the FHLB advances are primarily fixed rate and represent the average rate for all outstanding advances due in a given year.
Interest expense consists of the following.
| Interest expense / (In thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Senior notes | $15,848 | $15,810 | $31,687 | $31,610 |
| Letter of credit fees | 3,533 | — | 5,823 | — |
| Revolving credit facility | 2,176 | 741 | 4,172 | 1,005 |
| FHLB advances | 755 | 877 | 1,224 | 1,302 |
| Total interest expense | $22,312 | $17,428 | $42,906 | $33,917 |
#### Letter of Credit
Inigo has in place a $620 million letter of credit facility with a syndicate of participating banks to support its requirement to maintain FAL. As of June 30, 2026, a letter of credit totaling $620 million was issued and outstanding under this facility. The facility contains financial covenants customary for facilities of this type.
#### Revolving Credit Facility
Radian Group has in place a $500 million unsecured revolving credit facility with a syndicate of bank lenders. During the first quarter of 2026, we drew $200 million on the facility in connection with the Inigo closing and have repaid $125 million of such borrowings through June 30, 2026. See Note 3 for information on the Inigo acquisition.
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#### FHLB Advances
Radian Guaranty is a member of the FHLB. As a member, it may borrow from the FHLB, subject to certain conditions, which include the need to post collateral and the requirement to maintain a minimum investment in FHLB stock, in part depending on the level of its outstanding FHLB advances.
The principal balance of the FHLB advances is required to be collateralized by eligible assets with a fair value that must be maintained generally within a minimum range of 103% to 114% of the amount borrowed, depending on the type of assets pledged. Our investments include securities totaling $91 million and $43 million at June 30, 2026, and December 31, 2025, respectively, which serve as collateral for our FHLB advances to satisfy this requirement.
#### Debt Covenants and Other Information
As of June 30, 2026, we are in compliance with all of our debt covenants, including for our senior notes, unsecured revolving credit facility and letter of credit facility. For more information regarding our borrowings and financing activities, including certain terms, covenants and Parent Guarantees provided by Radian Group in connection with particular borrowings, see Note 12 of Notes to Consolidated Financial Statements in our 2025 Form 10-K and Note 18 herein.
13. Commitments and Contingencies
#### Legal Proceedings
We are routinely involved in a number of legal actions and proceedings, including reviews, audits, inquiries, information-gathering requests and investigations by various regulatory entities, as well as litigation and other disputes arising in the ordinary course of our business. Legal actions and proceedings could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief that could require significant expenditures or have other effects on our business.
Management believes, based on current knowledge and after consultation with counsel, that the outcome of currently pending or threatened actions will not have a material adverse effect on our consolidated financial condition or results of operations. The outcome of legal actions and proceedings is inherently uncertain, and it is possible that any one or more matters could have an adverse effect on our liquidity, financial condition or results of operations for any particular period.
See Note 13 of Notes to Consolidated Financial Statements in our 2025 Form 10-K for further information regarding our commitments and contingencies and our accounting policies for contingencies.
14. Capital Stock
#### Shares of Common Stock
The following table provides the changes in common stock outstanding for each of the periods indicated.
| Common stock outstanding / (In thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Common stock outstanding at beginning of period | 134,845 | 141,220 | 135,498 | 147,569 |
| Shares repurchased under share repurchase program | (2,231) | (6,957) | (3,687) | (13,417) |
| Issuance of common stock due to Inigo acquisition | — | — | 646 | — |
| Issuance of common stock under incentive and benefit plans, net of shares withheld for employee taxes | 942 | 1,132 | 1,099 | 1,243 |
| Common stock outstanding at end of period | 133,556 | 135,395 | 133,556 | 135,395 |
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#### Share Repurchase Activity
From time to time, Radian Group’s board of directors approves and authorizes the Company to repurchase Radian Group common stock in the open market or in privately negotiated transactions, based on market and business conditions, stock price and other factors. Radian generally executes its share repurchases pursuant to trading plans under Rule 10b5-1 of the Exchange Act (“Rule 10b5-1”), which permits the Company to repurchase shares during periods when it may otherwise be precluded from doing so. During the first six months of 2026, Radian had two share repurchase authorizations in effect, one of which is still outstanding, as further discussed below.
The first share repurchase authorization commenced in January 2023 with a scheduled expiration date of June 2026 and authorized the Company to repurchase shares up to an aggregate amount of $900 million, excluding commissions. In April 2026, purchase authority under this authorization was exhausted.
In May 2025, Radian Group’s board of directors authorized a second repurchase authorization to purchase shares up to an additional $750 million of the Company’s common stock, excluding commissions. Repurchases under this authorization commenced in April 2026 after the first authorization was exhausted. This authorization is scheduled to expire in December 2027.
During the three and six months ended June 30, 2026, the Company purchased 2.2 million and 3.7 million shares, respectively, at an average price of $34.28 and $34.31 per share, respectively, including commissions, pursuant to its share repurchase program. As of June 30, 2026, purchase authority of up to $736 million was available under the second authorization.
During July 2026, the Company purchased 1.3 million shares of its common stock under its share repurchase program at an average price of $38.29 per share, including commissions. After giving effect to these repurchases, purchase authority of up to $686 million remained available for repurchase under the second authorization.
The Inflation Reduction Act of 2022 imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. Unless otherwise noted, all dollar amounts presented in this report related to our share repurchases and our share repurchase authorizations exclude such excise taxes, to the extent applicable.
#### Dividends and Dividend Equivalents
The following table presents the amount of dividends declared and paid, on a per share basis, for each quarter and annual period as indicated.
| Dividends declared and paid / Quarter ended | 2026 | 2025 |
| --- | --- | --- |
| March 31 | $0.255 | $0.255 |
| June 30 | 0.255 | 0.255 |
| September 30 | N/A | 0.255 |
| December 31 | N/A | 0.255 |
| Total annual dividends per share declared and paid | $0.510 | $1.020 |
N/A – Not applicable
Dividend equivalents are accrued on RSUs when dividends are declared on the Company’s common stock and are typically paid upon vesting of the shares. See Note 17 of Notes to Consolidated Financial Statements in our 2025 Form 10-K for information about our dividend equivalents on RSU awards.
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15. Accumulated Other Comprehensive Income (Loss)
The following tables provide the rollforward of accumulated other comprehensive income (loss) for the periods indicated.
**Rollforward of accumulated other comprehensive income (loss)**
| (In thousands) | Three Months Ended June 30, 2026 / Before Tax | Three Months Ended June 30, 2026 / Tax Effect | Three Months Ended June 30, 2026 / Net of Tax | Six Months Ended June 30, 2026 / Before Tax | Six Months Ended June 30, 2026 / Tax Effect | Six Months Ended June 30, 2026 / Net of Tax |
| --- | --- | --- | --- | --- | --- | --- |
| Balance at beginning of period | $(332,554) | $(70,440) | $(262,114) | $(281,214) | $(59,055) | $(222,159) |
| Other comprehensive income (loss) | | | | | | |
| Unrealized holding gains (losses) on investments arising during the period for which an allowance for expected credit losses has not been recognized | (9,400) | (2,090) | (7,310) | (64,076) | (14,185) | (49,891) |
| Less: Reclassification adjustment for net gains (losses) on investments included in net income (1) | | | | | | |
| Net realized gains (losses) on disposals and non-credit related impairment losses | (5,247) | (1,215) | (4,032) | (8,620) | (1,933) | (6,687) |
| Net unrealized gains (losses) on investments | (4,153) | (875) | (3,278) | (55,456) | (12,252) | (43,204) |
| Net unrealized gains (losses) from investments recorded as assets held for sale | (34) | (7) | (27) | (6) | (1) | (5) |
| Other adjustments to comprehensive income (loss), net | (1) | — | (1) | (66) | (14) | (52) |
| Other comprehensive income (loss) | (4,188) | (882) | (3,306) | (55,528) | (12,267) | (43,261) |
| Balance at end of period | $(336,742) | $(71,322) | $(265,420) | $(336,742) | $(71,322) | $(265,420) |
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Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
**Rollforward of accumulated other comprehensive income (loss)**
| (In thousands) | Three Months Ended June 30, 2025 / Before Tax | Three Months Ended June 30, 2025 / Tax Effect | Three Months Ended June 30, 2025 / Net of Tax | Six Months Ended June 30, 2025 / Before Tax | Six Months Ended June 30, 2025 / Tax Effect | Six Months Ended June 30, 2025 / Net of Tax |
| --- | --- | --- | --- | --- | --- | --- |
| Balance at beginning of period | $(373,058) | $(78,342) | $(294,716) | $(443,340) | $(93,102) | $(350,238) |
| Other comprehensive income (loss) | | | | | | |
| Unrealized holding gains (losses) on investments arising during the period for which an allowance for expected credit losses has not been recognized | 25,399 | 5,333 | 20,066 | 93,153 | 19,562 | 73,591 |
| Less: Reclassification adjustment for net gains (losses) on investments included in net income (1) | | | | | | |
| Net realized gains (losses) on disposals and non-credit related impairment losses | (2,056) | (432) | (1,624) | (4,406) | (925) | (3,481) |
| Net unrealized gains (losses) on investments | 27,455 | 5,765 | 21,690 | 97,559 | 20,487 | 77,072 |
| Net unrealized gains (losses) from investments recorded as assets held for sale | 108 | 23 | 85 | 228 | 48 | 180 |
| Other adjustments to comprehensive income, net | — | — | — | 58 | 13 | 45 |
| Other comprehensive income (loss) | 27,563 | 5,788 | 21,775 | 97,845 | 20,548 | 77,297 |
| Balance at end of period | $(345,495) | $(72,554) | $(272,941) | $(345,495) | $(72,554) | $(272,941) |
(1)
Included in net gains (losses) on financial instruments and foreign exchange in our condensed consolidated statements of operations.
16. Statutory Information
The Company’s insurance and reinsurance operations are subject to laws and regulations in the jurisdictions in which they operate. These regulations include certain restrictions on the amount of dividends or other distributions, such as loans or cash advances, available to shareholders without prior approval from insurance regulatory authorities. As of June 30, 2026, the amount of restricted net assets held by our consolidated insurance subsidiaries (which represents our equity investment in those insurance subsidiaries) totaled $5.5 billion of our consolidated net assets.
#### Mortgage
Our mortgage insurance subsidiaries’ statutory net income (loss) for the periods indicated, and statutory policyholders’ surplus as of the dates indicated, are as follows.
| Statutory net income (loss) / (In thousands) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Radian Guaranty | $305,372 | $360,049 |
| Other mortgage insurance subsidiaries | 456 | 629 |
53
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
| Statutory policyholders’ surplus / (In thousands) | June 30,2026 | December 31,2025 |
| --- | --- | --- |
| Radian Guaranty | $582,089 | $646,115 |
| Other mortgage insurance subsidiaries | 17,949 | 17,057 |
Under state insurance regulations, Radian Guaranty is required to maintain minimum surplus levels and, in certain states, a maximum ratio of net RIF relative to statutory capital, or Risk-to-capital. The most common such requirement is that a mortgage insurer’s Risk-to-capital may not exceed 25 to 1. In certain of the risk-based capital states, or those states that currently impose a statutory or regulatory risk-based capital requirement (“RBC States”), a mortgage insurer must maintain a minimum policyholder position, which is calculated based on both risk and surplus levels. Radian Guaranty was in compliance with all applicable statutory capital requirements in each of the RBC States as of June 30, 2026, and December 31, 2025. Radian Guaranty’s Risk-to-capital was 10.4:1 and 10.3:1 as of June 30, 2026, and December 31, 2025, respectively. For purposes of the Risk-to-capital requirements imposed by certain states, statutory capital is defined as the sum of statutory policyholders’ surplus plus statutory contingency reserves. Our other insurance subsidiaries were also in compliance with all statutory and counterparty capital requirements as of June 30, 2026, and December 31, 2025.
In addition, to be eligible to insure loans purchased by the GSEs, mortgage insurers such as Radian Guaranty must meet the GSEs’ eligibility requirements, or PMIERs. At June 30, 2026, Radian Guaranty is an approved mortgage insurer under the PMIERs and is in compliance with the current PMIERs financial requirements.
State insurance regulations include various capital requirements and dividend restrictions based on our insurance subsidiaries’ statutory financial position and results of operations. While all proposed dividends and distributions to stockholders must be filed with the Pennsylvania Insurance Department before payment, if a Pennsylvania domiciled insurer has positive unassigned surplus, such insurer can generally pay dividends or other distributions out of unassigned surplus during any 12-month period in an aggregate amount less than or equal to the greater of: (i) 10% of the preceding year-end statutory policyholders’ surplus or (ii) the preceding year’s statutory net income, in each case without the prior approval of the Pennsylvania Insurance Department.
Radian Guaranty had positive unassigned surplus of $346 million as of December 31, 2025, providing it with the ability to pay ordinary dividends in the first and second quarters of 2026, subject to the restrictions under Pennsylvania’s insurance laws, as discussed above, and conditions required in connection with the Intercompany Note, as discussed below. As a result, Radian Guaranty paid ordinary dividends of $140 million and $200 million to Radian Group in the first and second quarters of 2026, respectively, and maintains the ability to pay additional ordinary dividends during the remainder of 2026. Subsequent to the payment of these dividends, as of June 30, 2026, Radian Guaranty had positive unassigned surplus of $282 million.
Radian Group paid a portion of the cash consideration for the Inigo acquisition with proceeds of a 10-year borrowing made by Radian Group from Radian Guaranty in December 2025, pursuant to a $600 million Intercompany Note that was approved by the Pennsylvania Insurance Department. Radian Guaranty is required to comply with certain conditions while this Intercompany Note is outstanding, including, most notably, obtaining prior approval from the Pennsylvania Insurance Department for all dividends paid by Radian Guaranty for a period of three years (which we may request to be reduced or the Pennsylvania Insurance Department may, in certain circumstances, extend for up to five years) and maintaining a minimum policyholders’ surplus of $500 million, among other conditions.
For additional information about our compliance with statutory and other regulations for our insurance businesses, including statutory capital requirements and dividend restrictions, see Note 16 of Notes to Consolidated Financial Statements in our 2025 Form 10-K.
#### Specialty
The Company operates in the Lloyd’s market through its U.K. subsidiary corporate member, ICML which provides underwriting capacity to Lloyd’s Syndicate 1301. Syndicate 1301 is managed by IMAL. IMAL is authorized by the Prudential Regulation Authority (“PRA”) and regulated by the Financial Conduct Authority and PRA. As a Lloyd’s corporate member, ICML is subject to Lloyd’s byelaws, rules and other requirements, which may restrict certain transactions and distributions in specified circumstances or require the approval of Lloyd’s.
54
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
The underwriting capacity of a member of Lloyd’s must be supported by providing a deposit, referred to as FAL, which is held in trust for the benefit of policyholders. These funds are intended primarily to cover circumstances where the Lloyd’s syndicate assets prove insufficient to meet participating members’ underwriting liabilities. The level of FAL that Lloyd’s requires a member to maintain is determined by Lloyd’s, taking into account the Solvency UK capital framework and Lloyd’s own capital and resource requirements.
The determination of FAL is based on a number of factors including the nature and amount of risk to be underwritten by the member and the assessment of the reserving risk on business that has been underwritten. As of June 30, 2026, Inigo’s FAL capital requirement was met through cash, investments and the letter of credit facility. These assets are held in trust and subject to Lloyd’s requirements, and accordingly, are restricted and not available for general corporate purposes, although they may be called to meet policyholder obligations or liquidity requirements at Lloyd’s. Corporate members may also be required to maintain funds under the control of Lloyd’s in excess of their FAL capital requirements and such funds also may not be available for dividend distributions. Lloyd’s sets the corporate members’ required capital annually and reviews funds held compared to the latest capital requirements on a quarterly basis. This process is supported by the application of Inigo’s capital model developed in accordance with the Solvency UK regulatory framework.
The following table summarizes statutory capital and surplus and required capital and surplus for Syndicate 1301 for the dates indicated.
| Statutory capital and surplus / (In millions) | June 30, 2026 |
| --- | --- |
| Statutory capital and surplus (1) | $1,680 |
| Required statutory capital and surplus (2) | 1,509 |
(1)
Includes a $620 million letter of credit, which is pledged as FAL and has not been called upon during 2026.
(2)
Required statutory capital and surplus reflects the most recent information reported by Lloyd’s which is provided on a quarterly lag.
17. Share-Based Compensation Programs
During the first quarter of 2026, the share-based compensation activity primarily relates to time-vested RSU awards granted to eligible Inigo employees as replacement incentive awards for awards that lapsed in connection with the acquisition. The time-vested RSU awards granted generally align with the vesting conditions of the replaced awards, and vest in June 2028.
During the second quarter of 2026, certain executive and non-executive officers were granted time-vested and performance-based RSUs to be settled in shares of Radian common stock. The maximum payout of performance-based RSUs at the end of the three-year performance period is 200% of a grantee’s target number of RSUs granted. Performance-based RSUs granted to executive officers are subject to a one-year post-vesting holding period. The table below provides additional details on vesting and other performance conditions associated with our RSUs.
The time-vested RSU awards granted in the second quarter of 2026 as part of our annual equity grant to certain executive and non-executive officers generally vest in pro rata installments on each of the first three anniversaries of the grant date. In addition, time-vested RSU awards, which are generally subject to one-year cliff vesting, were also granted to non-employee directors.
See Note 17 of Notes to Consolidated Financial Statements in our 2025 Form 10-K for additional information regarding the Company’s share-based and other compensation programs.
55
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
Information with regard to RSUs to be settled in stock is as follows.
| Rollforward of RSUs | Performance-Based / Number of Shares | Performance-Based / Weighted Average Grant Date Fair Value | Time-Vested / Number of Shares | Time-Vested / Weighted Average Grant Date Fair Value |
| --- | --- | --- | --- | --- |
| Outstanding, December 31, 2025 (1) | 2,495,801 | $24.61 | 1,334,770 | $23.94 |
| Granted (2) | 867,710 | 36.45 | 1,139,011 | 35.05 |
| Performance adjustment (3) | 309,892 | — | N/A | N/A |
| Vested (4) | (982,459) | 21.42 | (560,867) | 25.78 |
| Forfeited | (76,827) | 30.44 | (35,673) | 33.18 |
| Outstanding, June 30, 2026 (1) (5) | 2,614,117 | $29.44 | 1,877,241 | $29.95 |
N/A – Not applicable
(1)
Outstanding RSUs represent shares that have not yet been issued because not all conditions necessary to earn the right to benefit from the instruments have been satisfied. For performance-based awards, the final number of RSUs distributed depends on: (i) the cumulative growth in Radian’s book value per share adjusted for certain defined items over the respective three-year performance period and, for the performance-based RSUs granted starting in 2023, a modifier based on our relative total shareholder return performance and (ii) with the exception of certain retirement-eligible employees, continued service through the vesting date, which could result in changes to the number of vested RSUs.
(2)
For performance-based RSUs, amount represents the number of target shares at grant date.
(3)
For performance-based RSUs, amount represents the difference between the number of shares vested at settlement, which can range from 0 to 200% of target depending on results over the applicable performance periods and the number of target shares at the grant date.
(4)
Represents amounts vested during the period, including the impact of performance adjustments for performance-based awards.
(5)
Includes 117 thousand performance-based shares and 71 thousand time-vested shares granted to employees in our Mortgage Conduit, Title and Real Estate Services businesses, which are presented as discontinued operations.
#### 18. Discontinued Operations
As discussed in Note 1, in September 2025 Radian Group’s board of directors approved a plan to divest our Mortgage Conduit, Title and Real Estate Services businesses.
After the announcement of the divestiture plan in September 2025, Radian conducted a comprehensive search for a buyer for our Mortgage Conduit business, and in early March 2026, having not found a suitable buyer, concluded that it would begin an orderly wind-down of the business. As of March 3, 2026, Radian Mortgage Capital stopped taking new loan purchase commitments. As of June 30, 2026, all of the mortgage loans of our Mortgage Conduit business had been sold and the wind-down of our Mortgage Conduit business was substantially complete.
In August 2026, the Company completed the sale of its Real Estate Services business and entered into a definitive agreement to sell its Title business. The pending sale of the Title business is subject to customary closing conditions, including required regulatory approvals, and is expected to be completed during the fourth quarter of 2026.
We have reclassified the assets and liabilities associated with these businesses as held for sale and reflected their results as discontinued operations in the Company’s condensed consolidated financial statements, effective beginning with the quarter ended September 30, 2025. To conform to the current presentation, we have reflected the results of these businesses as discontinued operations for all prior periods presented in our condensed consolidated financial statements. No general corporate overhead or interest expense was allocated to discontinued operations. The Company does not expect the aggregate value realized upon disposition of these businesses to be materially different from their carrying value; accordingly, no impairment has been recognized.
The assets and liabilities associated with the discontinued operations have been segregated in the condensed consolidated balance sheets. The following table summarizes the major components of the Mortgage Conduit, Title and Real Estate Services assets and liabilities held for sale on the condensed consolidated balance sheets for the periods presented.
56
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
**Assets and liabilities held for sale**
| (In thousands) | June 30,2026 | December 31,2025 |
| --- | --- | --- |
| Assets held for sale | | |
| Investments | | |
| Fixed maturities available for sale—at fair value | $6,545 | $6,489 |
| Residential mortgage loans held for sale—at fair value (1) | — | 340,734 |
| Short-term investments—at fair value | 23,173 | 57,791 |
| Total investments | 29,718 | 405,014 |
| Cash | 1,552 | 20,597 |
| Restricted cash | — | 86 |
| Accrued investment income | 225 | 3,068 |
| Premiums and other receivables | 5,252 | 5,412 |
| Reinsurance recoverables | 529 | 2,743 |
| Other assets | 27,219 | 37,348 |
| Total assets held for sale | $64,495 | $474,268 |
| Liabilities held for sale | | |
| Liabilities | | |
| Reserve for losses and LAE | $4,888 | $6,874 |
| Short-term borrowings (1) | — | 324,226 |
| Other liabilities | 24,806 | 32,718 |
| Total liabilities held for sale | $29,694 | $363,818 |
(1)
Radian Mortgage Capital entered into Master Repurchase Agreements that were used to finance the acquisition of residential mortgage loans and related mortgage loan assets. During the three months ended June 30, 2026, all outstanding borrowings under these agreements were repaid and the agreements were terminated as part of the wind-down of our Mortgage Conduit business.
57
Radian Group Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
The income (loss) from discontinued operations, net of tax, consisted of the following components for the periods indicated.
**Income (loss) from discontinued operations, net of tax**
| (In thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenues | | | | |
| Net premiums earned | $5,069 | $3,995 | $10,106 | $6,629 |
| Services revenue | 13,332 | 10,882 | 26,988 | 22,825 |
| Net investment income | 1,516 | 11,097 | 6,607 | 18,661 |
| Net gains (losses) on financial instruments and foreign exchange | (129) | (6,703) | 1,280 | (5,425) |
| Income (loss) on consolidated VIEs | — | 185 | — | 613 |
| Other income (loss) | 485 | (3) | 2,170 | (571) |
| Total revenues | 20,273 | 19,453 | 47,151 | 42,732 |
| Expenses | | | | |
| Provision for losses | 144 | 143 | 353 | (30) |
| Cost of services | 9,506 | 8,412 | 19,658 | 17,085 |
| Other operating expenses | 12,873 | 20,225 | 33,028 | 39,264 |
| Interest expense | 1,003 | 8,446 | 4,616 | 14,456 |
| Total expenses | 23,526 | 37,226 | 57,655 | 70,775 |
| Pretax income (loss) from discontinued operations | (3,253) | (17,773) | (10,504) | (28,043) |
| Income tax provision (benefit) | (939) | (5,084) | (2,817) | (7,822) |
| Income (loss) from discontinued operations, net of tax | $(2,314) | $(12,689) | $(7,687) | $(20,221) |
58
## Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The disclosures in this quarterly report are complementary to those made in our 2025 Form 10-K and should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this report, as well as our audited financial statements, notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2025 Form 10-K.
The following analysis of our financial condition and results of operations for the three and six months ended June 30, 2026, provides information that evaluates our financial condition as of June 30, 2026, compared with December 31, 2025, and our results of operations for the three and six months ended June 30, 2026, compared to the same periods in 2025.
Investors should review the “Cautionary Note Regarding Forward-Looking Statements—Safe Harbor Provisions” and “Item 1A. Risk Factors” herein and in our 2025 Form 10-K for a discussion of those risks and uncertainties that have the potential to adversely affect our business, financial condition, results of operations, cash flows or prospects. Our results of operations for interim periods are not necessarily indicative of results to be expected for the full year or for any other period. See “Overview” below and Note 1 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
| INDEX TO ITEM 2 | Page |
| --- | --- |
| Overview | 59 |
| Key Factors Affecting Our Results | 60 |
| Insured Portfolio Metrics | 61 |
| Results of Operations—Consolidated | 67 |
| Results of Operations—Mortgage Segment | 72 |
| Results of Operations—Specialty Segment | 77 |
| Results of Operations—Corporate Category | 81 |
| Liquidity and Capital Resources | 82 |
| Critical Accounting Estimates | 88 |
Overview
For nearly 50 years, we have been a leading private mortgage insurer, expanding access to affordable, responsible and sustainable homeownership. On February 2, 2026, we acquired Inigo, a Lloyd’s specialty insurer. The acquisition of Inigo expanded our business profile and established Radian as a global multi-line specialty insurer, combining the embedded value and capital generation capabilities of our mortgage insurance business with the growth potential of a disciplined specialty insurance and reinsurance business.
As part of our strategy to become a more focused insurance business we also announced a plan to divest our non-core businesses. We have now executed definitive actions to complete these divestitures, including completing the sale of our Real Estate Services business and entering into an agreement to sell our Title business. We expect the sale of our Title business to be completed by the end of this year.
Following the acquisition of Inigo, we now operate through two reportable segments, Mortgage and Specialty. We believe our businesses are differentiated by our proprietary risk analysis and risk management capabilities, which are informed by data and analytics, as well as our disciplined approach to underwriting and capital management. On a consolidated basis, during the second quarter of 2026, net income from continuing operations was $116 million, producing a 9.8% return on equity, while pretax income from continuing operations was $151 million. Adjusted pretax operating income was $196 million, resulting in a 12.9% adjusted net operating return on equity. The Specialty segment expanded our revenue base and further diversified our earnings streams, while our Mortgage segment continued to generate strong cash flow and capital. We believe the combination of our Mortgage and Specialty businesses has increased our strategic flexibility and is positioning Radian to deliver results over the long-term.
59
### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
### Outlook
Looking ahead to the remainder of 2026, our priorities include continuing to deliver strong, consistent performance in our Mortgage segment, executing on the strategic development and selective growth of our Specialty segment and maintaining a disciplined approach to capital management. We believe our ability to consistently generate excess capital through cycles and redeploy it with discipline is a core competitive advantage. Our capital management philosophy prioritizes maintaining financial strength, investing in growth and responsibly returning excess capital to stockholders. Despite risks and uncertainties related to the current economic and market conditions, including premium rate softening in our Specialty segment, we continue to have a favorable outlook for our businesses based on the fundamentals in both our Mortgage and Specialty segments.
### Legislative and Regulatory Developments
We are subject to comprehensive regulation and supervision in the jurisdictions in which our subsidiaries operate. For a description of significant U.S. state and federal regulations and other requirements of the GSEs that are applicable to our mortgage insurance business, as well as legislative and regulatory developments affecting the housing finance industry, see “Item 1. Business—Regulation—State Regulation” and “Item 1. Business—Regulation—Federal Regulation” in our 2025 Form 10-K. For a description of the U.K. regulatory requirements and framework and other requirements and regulations of Lloyd’s that are applicable to our specialty insurance business, see “Item 1. Business—Regulation—Regulation of Inigo” in our 2025 Form 10-K. There were no significant regulatory developments impacting our businesses from those discussed in our 2025 Form 10-K, other than the following.
Credit Score Models. In recent years, the FHFA and the GSEs have undertaken initiatives to modernize the credit scoring framework used in mortgage underwriting, including efforts to replace their use of Classic FICO credit scores with FICO 10T and VantageScore 4.0 credit scores. In April 2026, FHFA announced that the GSEs will accept loans with the VantageScore 4.0 model for certain approved lenders and will begin moving forward with FICO 10T. On July 29, 2026, the GSEs issued PMIERs guidance which sets forth the risk-based required asset factors for insured loans that utilize VantageScore 4.0 credit scores. This guidance is effective on September 30, 2026. We are working closely with lenders and other industry stakeholders on the adoption of VantageScore 4.0. We do not expect these updates to have a material impact on our business.
Basel III. Over the past several decades, the Basel Committee on Banking Supervision has established international benchmarks for assessing banks’ capital adequacy requirements (“Basel III”). While Basel III does not directly impact our mortgage insurance capital requirements, included within those benchmarks are capital standards related to residential lending and securitization activity and, importantly for private mortgage insurers, the capital treatment that banks will receive for mortgage insurance on those loans. In July 2023, the U.S. federal banking agencies published a notice of proposed rulemaking to implement the final components of Basel III that was heavily criticized and debated. In March 2026, the U.S. federal bank regulators released new proposals to update the regulatory capital framework for banks that include more granular risk weights for the capital treatment of residential real estate and maintain the existing treatment of mortgage insurance as a prudent underwriting standard. The proposals also include several questions on the treatment of mortgage insurance as part of the proposed risk weight calculations. The Company will continue to monitor developments with respect to this rulemaking and its potential impact on our mortgage insurance business.
Key Factors Affecting Our Results
Our condensed consolidated financial results for the six months ended June 30, 2026, reflect the continued performance of our Mortgage segment and the contribution of our Specialty segment, which includes the specialty insurance and reinsurance operations of Inigo, acquired on February 2, 2026. Except as set forth below, there have been no material changes to the key factors affecting our results discussed in our 2025 Form 10-K. In addition to those key factors, the following key factors have affected, and are expected to affect, our financial results.
Acquisition of Inigo and Specialty Insurance Operations. The acquisition of Inigo expanded our business mix through participation in global specialty insurance and reinsurance markets and provides diversification. Our financial results may continue to be affected by the execution of integration activities, the alignment of systems and controls and our ability to effectively manage underwriting, operational, regulatory and financial risks associated with these operations.
60
### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The discussion below summarizes the key factors affecting the results for our Specialty segment.
Specialty Insurance and Reinsurance Market Conditions. Our Specialty segment operating results are influenced by market conditions across the specialty insurance and reinsurance classes and geographies in which we participate. These conditions include pricing levels, underwriting terms, available capacity among insurers within the specialty market and competitive dynamics, all of which are subject to cyclical trends and may vary by line of business. Changes in market conditions can affect premium volumes, expected loss ratios and underwriting profitability.
Premium Volume and Business Mix. Our Specialty segment results are affected by the volume, timing and mix of gross and net premiums written. Premium volumes may vary by period based on renewal activity, new business opportunities, pricing conditions, underwriting appetite, exposure levels and the availability and cost of reinsurance generally. Changes in business mix across insurance and reinsurance, or across lines of business with different risk, acquisition cost and earning patterns, may affect earned premiums, underwriting margins and comparability between periods.
Underwriting and Reserve Risk. Underwriting risk arises from the inherent uncertainty in the occurrence, timing and severity of insured events. Our Specialty segment underwriting results are affected by risk selection, pricing adequacy, exposure concentrations, policy terms and claims experience, including large losses and catastrophe events. Reserve estimates are inherently uncertain and depend on assumptions regarding claims development, severity, inflation and settlement patterns. Adverse changes in loss experience or assumptions may result in increased reserves, which could materially affect results in the period recognized.
Reinsurance and Risk Distribution. In our Specialty segment, we cede risk by purchasing reinsurance as a core risk management tool to limit our exposure to large individual losses, catastrophe events and aggregation risk, and to support capital efficiency. Our ceded reinsurance programs include excess of loss, quota share and catastrophe bond arrangements. The availability, cost and terms of ceded reinsurance are influenced by market conditions and loss experience, and changes to ceded reinsurance structures, retentions or counterparty performance may affect net results and earnings volatility.
Macroeconomic, Geopolitical and Catastrophe Risk. Our Specialty segment is exposed to macroeconomic conditions, geopolitical developments and natural catastrophe events, which may impact claims frequency and severity, underwriting demand and pricing, investment performance and capital requirements. Catastrophe losses can vary significantly between periods, and material events or adverse geopolitical developments could have a material impact on our results.
Investment Performance, Credit Risk, Liquidity Demands and Operating Expenses. Our Specialty segment operating results are also affected by investment performance, credit risk arising from reinsurers, brokers, intermediaries and investment counterparties, and liquidity demands associated with claims payments. In addition, personnel, technology and professional service costs influence our expense base, while transaction‑related or other non‑recurring costs may affect comparability between periods.
### Insured Portfolio Metrics
### Mortgage
### New Insurance Written
We wrote $16.3 billion and $29.8 billion of primary NIW in the three and six months ended June 30, 2026, respectively, compared to $14.3 billion and $23.8 billion of NIW in the three and six months ended June 30, 2025, respectively, representing an increase of 14% for the three months ended June 30, 2026, and an increase of 25% for the six months ended June 30, 2026, each as compared to the same period in 2025.
According to industry estimates, mortgage origination volume increased moderately for the three months ended June 30, 2026, driven by an increase in refinance volume due to decreased interest rates and a slight increase in home purchase volume, as compared to the same period in 2025. Increased origination volume as well as higher estimated penetration rates contributed to the increase in our NIW in the three months ended June 30, 2026.
61
### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following table provides selected information for the periods indicated related to our Mortgage NIW. For direct Single Premium Policies, NIW includes policies written on an individual basis (as each loan is originated) and on an aggregated basis (in which each individual loan in a group of loans is insured in a single transaction, typically after the loans have been originated).
| NIW / ($ in millions) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| NIW | $16,331 | $14,330 | $29,821 | $23,819 |
| Primary risk written | $4,333 | $3,771 | $7,877 | $6,226 |
| Average coverage percentage | 26.5% | 26.3% | 26.4% | 26.1% |
| NIW by loan purpose | | | | |
| Purchases | 90.4% | 94.6% | 85.0% | 95.0% |
| Refinances | 9.6% | 5.4% | 15.0% | 5.0% |
| NIW by premium type | | | | |
| Direct Monthly and Other Recurring Premiums | 97.7% | 96.4% | 97.7% | 96.4% |
| Direct single premiums | 2.3% | 3.6% | 2.3% | 3.6% |
| NIW by FICO score (1) | | | | |
| >=740 | 67.8% | 68.2% | 67.3% | 68.2% |
| 680-739 | 26.5% | 27.0% | 27.4% | 27.0% |
| 620-679 | 5.5% | 4.8% | 5.1% | 4.8% |
| <=619 | 0.2% | 0.0% | 0.2% | 0.0% |
| NIW by LTV (1) | | | | |
| 95.01% and above | 16.9% | 16.7% | 17.0% | 16.3% |
| 90.01% to 95.00% | 45.1% | 44.0% | 44.7% | 43.0% |
| 85.01% to 90.00% | 30.2% | 30.1% | 30.0% | 30.9% |
| 85.00% and below | 7.8% | 9.2% | 8.3% | 9.8% |
(1)
At origination.
### Insurance and Risk in Force
**Year of origination - IIF**
| ($ in billions) / By vintage | IIF as of: / June 30, 2026 | IIF as of: / December 31, 2025 | IIF as of: / June 30, 2025 |
| --- | --- | --- | --- |
| 2026 | $10.3% | — | — |
| 2025 | 17.0% | 18.5% | 8.5% |
| 2024 | 13.4% | 15.1% | 16.8% |
| 2023 | 12.0% | 13.6% | 15.3% |
| 2022 | 15.3% | 16.7% | 18.3% |
| 2021 | 13.9% | 15.3% | 17.4% |
| 2020 | 8.3% | 9.6% | 11.1% |
| 2009 - 2019 | 7.9% | 9.2% | 10.4% |
| 2008 & Prior | 1.9% | 2.0% | 2.2% |
| Total | $100.0% | $100.0% | $100.0% |
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The primary driver of the future premiums that we expect to earn over time is our IIF, which increases as a result of our NIW and decreases as a result of policy cancellations and amortization.
Historically, there is a close correlation between interest rates and Persistency Rates. Higher interest rate environments generally decrease refinancings, which in turn decrease the cancellation rate of our insurance and positively affect our Persistency Rates; the opposite effects occur in lower interest rate environments. As shown in the table below: (i) our 12-month Persistency Rate at June 30, 2026, decreased as compared to the same period in 2025 and (ii) our quarterly, annualized Persistency Rate decreased at June 30, 2026, as compared to the same period in 2025. We believe these decreases were primarily attributable to an increase in refinance activity in 2026, particularly in the first quarter, which resulted from the decline in mortgage interest rates that occurred entering 2026 and generated increased refinance transactions and related policy cancellations.
As of June 30, 2026, approximately half of our IIF had a mortgage note interest rate of 5.5% or less, which remains below the current prevailing mortgage interest rates based on reported industry averages. If mortgage rates decrease further, refinance volumes could increase, similar to the effect observed this year, which could negatively impact our Persistency Rate and the size of our IIF portfolio. See “If the length of time that our mortgage insurance policies remain in force declines, it could result in a decrease in our future revenues” under “Item 1A. Risk Factors” in our 2025 Form 10-K for more information.
The following table provides selected information as of and for the periods indicated related to Mortgage IIF and RIF. Throughout this report, unless otherwise noted, RIF is presented on a gross basis and includes the amount ceded under reinsurance. RIF and IIF for direct Single Premium Policies include policies written on an individual basis (as each loan is originated) and on an aggregated basis (in which each individual loan in a group of loans is insured in a single transaction, typically after the loans have been originated).
| IIF and RIF / ($ in millions) | June 30,2026 | December 31,2025 | June 30,2025 |
| --- | --- | --- | --- |
| Primary IIF | $284,035 | $282,519 | $276,745 |
| Primary RIF | $75,397 | $74,704 | $72,820 |
| Average coverage percentage | 26.5% | 26.4% | 26.3% |
| Persistency Rate (12 months ended) | 81.6% | 83.6% | 83.8% |
| Persistency Rate (quarterly, annualized) (1) | 81.6% | 81.6% | 83.8% |
| Primary RIF by premium type | | | |
| Direct Monthly and Other Recurring Premiums | 91.6% | 91.0% | 90.3% |
| Direct single premiums | 8.4% | 9.0% | 9.7% |
| Primary RIF by FICO score (2) | | | |
| >=740 | 61.0% | 60.7% | 60.6% |
| 680-739 | 32.2% | 32.4% | 32.2% |
| 620-679 | 6.6% | 6.7% | 6.9% |
| <=619 | 0.2% | 0.2% | 0.3% |
| Primary RIF by LTV (2) | | | |
| 95.01% and above | 21.2% | 20.7% | 20.2% |
| 90.01% to 95.00% | 49.1% | 48.6% | 48.0% |
| 85.01% to 90.00% | 25.6% | 26.4% | 27.1% |
| 85.00% and below | 4.1% | 4.3% | 4.7% |
(1)
The Persistency Rate on a quarterly, annualized basis is calculated based on loan-level detail for the quarter ending as of the date shown. It may be impacted by seasonality or other factors, including the level of refinance activity during the applicable periods, and may not be indicative of full-year trends.
(2)
At origination.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
### Risk Distribution
We use third-party reinsurance in our Mortgage segment as part of our risk distribution strategy, including to manage our capital position and risk profile.
The impact of these programs on our financial results will vary depending on the level of ceded RIF, as well as the levels of prepayments and incurred losses on the reinsured portfolios, among other factors. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results—Mortgage Insurance—Risk Distribution” in our 2025 Form 10-K and Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements in this report for more information about our reinsurance transactions.
The following table provides information about the amounts by which Radian Guaranty’s reinsurance programs reduced its Minimum Required Assets as of the dates indicated.
| PMIERs benefit from risk distribution / ($ in thousands) | June 30,2026 | December 31,2025 |
| --- | --- | --- |
| PMIERs impact - reduction in Minimum Required Assets | | |
| Mortgage QSR Program | $989,704 | $913,212 |
| Mortgage XOL Program | | |
| Traditional reinsurance agreements | 459,501 | 479,501 |
| Mortgage insurance-linked notes program | 297,382 | 388,983 |
| Total Mortgage XOL Program | 756,883 | 868,484 |
| Total PMIERs impact | $1,746,587 | $1,781,696 |
| Percentage of gross Minimum Required Assets | 30.9% | 31.8% |
See “Results of Operations—Mortgage Segment—Revenues—Net Premiums Earned” for information about the impact on premiums earned from each of Radian Guaranty’s reinsurance programs.
### Specialty
### Gross Written Premiums
Gross written premiums are a key measure of underwriting activity within our Specialty segment and reflect the volume of business written during the period. For the three months ended June 30, 2026, Specialty gross written premiums were $504 million, consisting of $229 million of direct insurance business and $275 million of assumed reinsurance business. From the Closing Date through June 30, 2026, Specialty gross written premiums were $666 million, consisting of $311 million of direct insurance business and $356 million of assumed reinsurance business.
During the first half of 2026, the specialty insurance and reinsurance markets experienced continued softening pricing conditions, particularly across property and reinsurance classes, following several years of strong underwriting profitability and a relatively benign catastrophe environment in 2025 that continued into 2026. Increased availability of capacity from both traditional markets and alternative capital providers, including catastrophe bonds, has intensified competitive pressures and contributed to risk‑adjusted rate reductions across many lines of business. While market conditions and the premium rate environment remain differentiated by line of business, the softening pricing conditions have been most pronounced in U.S. property insurance and property catastrophe reinsurance. These market conditions have had a meaningful negative influence on the pricing of business written in the first half of 2026. See Note 2 of Notes to Unaudited Condensed Consolidated Financial Statements for information regarding our premium earning methodologies, including certain reinsurance contracts for which earnings patterns reflect the seasonality of risk, and “Results of Operations—Specialty Segment—Revenues—Net Premiums Earned” for more information about our Specialty segment’s net premiums earned.
We expect competitive and pricing pressures to continue, particularly in catastrophe-exposed classes. In response to market conditions, we remain focused on disciplined underwriting designed to achieve profitability through the cycle, and we expect to continue to emphasize margin‑focused underwriting, including selective reductions in lines, non‑renewal of
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
inadequately priced risks, changes in portfolio mix and targeted growth in classes and segments where pricing and structural protections are within our tolerance levels.
### Geographic Diversification
The following table provides information about gross premiums earned by geographic area.
| Gross premiums earned by geographic location (1) | Three Months Ended June 30, 2026 | From Closing Date to June 30, 2026 |
| --- | --- | --- |
| United States | 59.2% | 67.0% |
| United Kingdom | 13.2% | 11.0% |
| Europe | 7.8% | 7.5% |
| Other countries | 19.8% | 14.5% |
| Total gross premiums earned | 100.0% | 100.0% |
(1)
Geographic location is primarily determined by the location of risk exposure.
### Lines of Business
Insurance comprises specialty insurance business written across a range of structures, including primary and excess layers which are grouped into the following lines of business.
- Property – Covers commercial property risks across a range of industries.
- Casualty – Includes general liability, auto liability, marine-related liability, energy-related liability and other specialty liability exposures.
- Financial Lines – Includes directors’ & officers’ insurance and financial institutions insurance, primarily for public company and institutional risks.
- Other Specialty – Includes cyber, aviation war, political violence and terrorism and other geopolitical or technology-related risks, which may give rise to low-frequency, high-severity losses.
- Natural Resources – Includes insurance covering energy production, power generation, and mining and energy industry exposures.
- Partnerships – Includes insurance business written with selected partners within Inigo’s insurance platform.
Within Reinsurance, net premiums earned arise from assumed reinsurance business, under which Inigo acts as reinsurer to third-party cedants. This business includes proportional arrangements, where Inigo assumes a share of the underlying premiums and losses and non-proportional arrangements that provide protection against large individual losses, catastrophe events or aggregate loss experience.
- Property – Includes assumed catastrophe-oriented reinsurance, primarily excess of loss (including per risk, catastrophe and aggregate), pro rata and retrocession arrangements. The catastrophe excess of loss portfolio, which represents the largest component of the property reinsurance account, is global, with a particular emphasis on North America, Japan, Europe, Australia and New Zealand.
- Casualty – Includes assumed casualty reinsurance arrangements providing quota share or excess of loss protection.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following table provides information about net premiums earned by line of business.
| Net premiums earned by line of business | Three Months Ended June 30, 2026 | From Closing Date to June 30, 2026 |
| --- | --- | --- |
| Insurance | | |
| Property | 23.2% | 24.6% |
| Casualty | 23.7% | 23.3% |
| Financial Lines | 8.0% | 8.3% |
| Other Specialty | 9.2% | 9.0% |
| Natural Resources | 4.6% | 5.1% |
| Partnerships | 4.7% | 3.6% |
| Total insurance | 73.4% | 73.9% |
| Reinsurance | | |
| Property | 23.0% | 22.5% |
| Casualty | 3.6% | 3.6% |
| Total reinsurance | 26.6% | 26.1% |
| Total net premiums earned | 100.0% | 100.0% |
### Risk Distribution
The following table provides information on ceded premiums earned as a percentage of gross premiums earned by line of business.
**Ceded premiums earned as a percentage of gross premiums earned by line of business**
| Line item | Three Months Ended June 30, 2026 | From Closing Date to June 30, 2026 |
| --- | --- | --- |
| Insurance | | |
| Property | 21.2% | 22.3% |
| Casualty | 13.0% | 13.7% |
| Financial Lines | 11.2% | 11.3% |
| Other Specialty | 24.8% | 24.2% |
| Natural Resources | 30.0% | 25.2% |
| Partnerships | 23.4% | 26.5% |
| Reinsurance | | |
| Property | 26.9% | 24.5% |
| Casualty | — | — |
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations—Consolidated
Radian Group serves as the holding company for our operating subsidiaries and does not have any operations of its own. Our consolidated operating results for the three and six months ended June 30, 2026, primarily reflect the financial results and performance of our Mortgage and Specialty segments, while our consolidated operating results for the three and six months ended June 30, 2025, primarily reflect the financial results and performance of our Mortgage segment.
As further described in Note 18 of Notes to Unaudited Condensed Consolidated Financial Statements, in the quarter ended September 30, 2025, Radian Group’s board of directors approved a plan to divest our Mortgage Conduit, Title and Real Estate Services businesses. As a result, we have reclassified the results related to these businesses to discontinued operations for all periods presented in our condensed consolidated statements of operations.
All amounts included in this “Results of Operations–-Consolidated” section relate to continuing operations unless otherwise noted.
In addition to the results of our reportable segments, pretax income (loss) from continuing operations is also affected by those factors described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results” in our 2025 Form 10-K as well as “Key Factors Affecting Our Results” herein, above. See also “Use of Non-GAAP Financial Measures” below for more information regarding items that are excluded from the operating results of our operating segments.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following table summarizes our consolidated results of operations for the periods indicated.
| Summary results of operations - consolidated | Summary results of operations - consolidated / Three Months Ended June 30, | Summary results of operations - consolidated / Change Favorable(Unfavorable) | Summary results of operations - consolidated / Six Months Ended June 30, | Change Favorable(Unfavorable) |
| --- | --- | --- | --- | --- |
| ($ in thousands, except per-share amounts) | 2025 | 2026 vs. 2025 | 2025 | 2026 (1) vs. 2025 |
| Revenues | | | | |
| Net premiums earned | $$233,526 | $270,186 | $$467,570 | $438,670 |
| Net investment income | 61,672 | 13,024 | 122,682 | 21,712 |
| Net gains (losses) on financial instruments and foreign exchange | 1,851) | (7,640) | (150)) | (14,518) |
| Other income | 1,502 | 838 | 3,284 | 2,046 |
| Total revenues | 298,551 | 276,408 | 593,386 | 447,910 |
| Expenses | | | | |
| Provision for losses | 11,954 | (182,991) | 27,294 | (275,584) |
| Amortization of deferred policy acquisition costs and VOBA | 7,205 | (83,298) | 13,593 | (138,979) |
| Other operating expenses | 69,178 | (41,408) | 127,086 | (81,669) |
| Interest expense | 17,428 | (4,884) | 33,917 | (8,989) |
| Amortization of other acquired intangible assets | — | (5,896) | — | (9,805) |
| Total expenses | 105,765 | (318,477) | 201,890 | (515,026) |
| Pretax income from continuing operations | 192,786 | (42,069) | 391,496 | (67,116) |
| Income tax provision | 38,301 | 5,812 | 84,921 | 8,235 |
| Net income from continuing operations | 154,485 | (36,257) | 306,575 | (58,881) |
| Income (loss) from discontinued operations, net of tax | (12,689)) | 10,375 | (20,221)) | 12,534 |
| Net income | $$141,796 | $(25,882) | $$286,354 | $(46,347) |
| Diluted net income from continuing operations per share | $$1.11 | $(0.24) | $$2.14 | $(0.34) |
| Weighted average common shares outstanding—diluted | 138,360 | 2,077 | 143,012 | 5,462 |
| Return on equity from continuing operations | 13.6%% | (3.8 | 13.5%% | (3.2 |
| Non-GAAP Financial Measures (2) | | | | |
| Adjusted pretax operating income | $$190,935 | $4,914 | $$392,030 | $35,626 |
| Adjusted diluted net operating income per share | $$1.11 | $0.03 | $$2.15 | $0.26 |
| Adjusted net operating return on equity | 13.5%% | (0.6 | 13.5%% | 0.3% |
(1)
Includes Inigo results from the Closing Date of the acquisition through June 30, 2026.
(2)
See “Use of Non-GAAP Financial Measures” below.
### Revenues
Net Premiums Earned. The increase in net premiums earned for the three and six months ended June 30, 2026, as compared to the same periods in 2025, is primarily due to the acquisition of Inigo. See “Results of Operations—Mortgage
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Segment—Revenues—Net Premiums Earned” and “Results of Operations—Specialty Segment—Revenues—Net Premiums Earned” for more information.
Net Investment Income. The increase in net investment income for the three and six months ended June 30, 2026, as compared to the same periods in 2025, is primarily due to the acquisition of Inigo. See Note 7 of Notes to Unaudited Condensed Consolidated Financial Statements for comparative detail about net investment income. See “Results of Operations—Mortgage Segment—Revenues—Net Investment Income” and “Results of Operations—Specialty Segment—Revenues—Net Investment Income” for more information.
Net Gains (Losses) on Financial Instruments and Foreign Exchange. See Note 7 of Notes to Unaudited Condensed Consolidated Financial Statements for comparative detail about net gains (losses) on financial instruments and foreign exchange by investment category.
### Expenses
Provision for Losses. The increase in the provision for losses for the three and six months ended June 30, 2026, as compared to the same periods in 2025, is primarily due to the acquisition of Inigo. See “Results of Operations—Mortgage Segment—Expenses—Provision for Losses” and “Results of Operations—Specialty Segment—Expenses—Provision for Losses” for more information.
Amortization of Deferred Policy Acquisition Costs and VOBA. The increase in the amortization of deferred policy acquisition costs and VOBA for the three and six months ended June 30, 2026, as compared to the same periods in 2025, is primarily related to amortization of the VOBA intangible asset recognized in connection with the acquisition of Inigo. See Note 3 of Notes to Unaudited Condensed Consolidated Financial Statements for additional detail on the impact of other acquired intangible assets from the Inigo acquisition and see “Results of Operations—Specialty Segment—Expenses—Amortization of Deferred Policy Acquisition Costs” for more information on Specialty segment results, which exclude the impact of purchase accounting adjustments.
Other Operating Expenses. Other operating expenses increased for the three and six months ended June 30, 2026, as compared to the same periods in 2025, primarily due to the acquisition of Inigo. For additional information, see “Results of Operations—Mortgage Segment—Expenses—Other Operating Expenses” and “Results of Operations—Specialty Segment—Expenses—Other Operating Expenses.”
Interest Expense. The increase in interest expense for the three and six months ended June 30, 2026, as compared to the same periods in 2025, is primarily due to interest expense on credit facilities for Inigo and Radian Group. See Note 12 of Notes to Unaudited Condensed Consolidated Financial Statements for additional detail about our interest expense.
Amortization of Other Acquired Intangible Assets. The increase in amortization of other acquired intangible assets for the three and six months ended June 30, 2026, as compared to the same periods in 2025, is due to the acquisition of Inigo. See Note 3 of Notes to Unaudited Condensed Consolidated Financial Statements for additional detail on the impact of other acquired intangible assets from the Inigo acquisition.
### Income Tax Provision
Our provision for income taxes for interim periods is established based on our estimated annual effective tax rate for a given year. This rate is impacted by the mix of income and loss and associated statutory tax rates by jurisdiction, and reflects the impact of discrete tax effects in the period in which they occur.
Our effective tax rate for continuing operations for the three and six months ended June 30, 2026, was 21.6% and 23.6%, respectively, as compared to 19.9% and 21.7% for the three and six months ended June 30, 2025, respectively. In addition to the effects of non‑deductible executive compensation expense, the increase in the effective tax rate was primarily attributable to a higher statutory tax rate on foreign earnings from Inigo and higher state income taxes associated with a temporary period of elevated investment income generated from increased investments held at Radian Group in anticipation of funding the Inigo acquisition.
Our unrecognized tax benefits increased during the quarter primarily as a result of uncertain tax positions assumed in connection with the Inigo acquisition. See Note 10 of Notes to Unaudited Condensed Consolidated Financial Statements for additional detail.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
### Income (Loss) from Discontinued Operations, Net of Tax
Income (loss) from discontinued operations, net of tax, includes the results of our Mortgage Conduit, Title and Real Estate Services businesses, which have been reclassified to discontinued operations for all periods presented. See Note 18 of Notes to Unaudited Condensed Consolidated Financial Statements for additional details.
### Use of Non-GAAP Financial Measures
In addition to traditional GAAP financial measures, we have presented “adjusted pretax operating income (loss),” “adjusted diluted net operating income (loss) per share” and “adjusted net operating return on equity,” which are non-GAAP financial measures for the consolidated company, among our key performance indicators to evaluate our fundamental financial performance. These non-GAAP financial measures align with the way our business performance is evaluated by both management and by our board of directors. These measures have been established in order to increase transparency for the purposes of evaluating our operating trends and enabling more meaningful comparisons with our peers. Although on a consolidated basis adjusted pretax operating income (loss), adjusted diluted net operating income (loss) per share and adjusted net operating return on equity are non-GAAP financial measures, for the reasons discussed above we believe these measures aid in understanding the underlying performance of our operations.
Total adjusted pretax operating income (loss), adjusted diluted net operating income (loss) per share and adjusted net operating return on equity are not measures of overall profitability, and therefore should not be considered in isolation or viewed as substitutes for GAAP pretax income (loss) from continuing operations, diluted net income (loss) per share or return on equity. Our definitions of adjusted pretax operating income (loss), adjusted diluted net operating income (loss) per share and adjusted net operating return on equity, as discussed and reconciled below to the most comparable respective GAAP measures, may not be comparable to similarly named measures reported by other companies.
Our senior management, including our Chief Executive Officer (Radian’s chief operating decision maker), uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of our businesses. For detailed information regarding items excluded from adjusted pretax operating income (loss) and the reasons for their treatment, see Note 5 of Notes to Unaudited Condensed Consolidated Financial Statements.
The results of our Mortgage Conduit, Title and Real Estate Services businesses are included in income (loss) from discontinued operations, net of tax, for all periods presented herein. The calculation of adjusted pretax operating income, as detailed below, excludes income (loss) from discontinued operations, net of tax, for all periods presented herein. As a result, the calculations of adjusted diluted net operating income per share and adjusted net operating return on equity also exclude income (loss) from discontinued operations, net of tax, for all periods presented herein.
Adjusted pretax operating income (loss) is defined as GAAP pretax income (loss) from continuing operations excluding the effects of: (i) net gains (losses) on financial instruments and foreign exchange; (ii) amortization of other acquired intangible assets; (iii) other purchase accounting adjustments, net; and (iv) acquisition-related expenses and other non-operating items, such as impairment of internal-use software and other long-lived assets and gains (losses) on extinguishment of debt, among others.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following table provides a reconciliation of pretax income from continuing operations to our non-GAAP financial measure of adjusted pretax operating income.
**Reconciliation of pretax income from continuing operations to adjusted pretax operating income**
| Line item | Three Months Ended June 30, | Six Months Ended June 30, |
| --- | --- | --- |
| (In thousands) | 2025 | 2025 |
| Pretax income from continuing operations | $$192,786 | $$391,496 |
| Less: income (expense) items | | |
| Net gains (losses) on financial instruments and foreign exchange | 1,851) | (150)) |
| Amortization of other acquired intangible assets | — | — |
| Other purchase accounting adjustments, net (2) | — | — |
| Acquisition-related expenses and other non-operating items (3) | — | (384)) |
| Adjusted pretax operating income | $$190,935 | $$392,030 |
(1)
Includes Inigo results from the Closing Date of the acquisition through June 30, 2026.
(2)
For the three and six months ended June 30, 2026, primarily includes net VOBA asset and liability amortization of $64 million and $118 million, respectively, partially offset by reversals of policy acquisition costs of $37 million and $68 million, respectively. The policy acquisition costs are reflected in the Specialty segment results but eliminated under purchase accounting on a consolidated basis.
(3)
For the three and six months ended June 30, 2026, primarily relates to expenses associated with the Inigo acquisition, including employee retention bonus expense, investment banking fees, transfer taxes, legal costs, audit costs and other transaction expenses.
Adjusted diluted net operating income (loss) per share is calculated by dividing adjusted pretax operating income (loss), net of taxes computed using the Company’s effective tax rate, by the sum of the weighted average number of common shares outstanding and all dilutive potential common shares outstanding. For purposes of this non-GAAP financial measure, the income tax provision (benefit) on the reconciling income (expense) items is calculated using statutory tax rates that correspond to the jurisdiction and nature of each item, principally the U.S. federal income tax statutory rate or the U.K. Corporation Tax statutory rate. The following table provides a reconciliation of diluted net income (loss) from continuing operations per share to our non-GAAP financial measure of adjusted diluted net operating income (loss) per share.
**Reconciliation of diluted net income from continuing operations per share to adjusted diluted net operating income per share**
| Line item | Three Months Ended June 30, | Six Months Ended June 30, |
| --- | --- | --- |
| | 2025 | 2025 |
| Diluted net income from continuing operations per share | $$1.11 | $$2.14 |
| Less: per-share impact of reconciling income (expense) items | | |
| Net gains (losses) on financial instruments and foreign exchange | 0.01) | — |
| Amortization of other acquired intangible assets | — | — |
| Other purchase accounting adjustments, net | — | — |
| Acquisition-related expenses and other non-operating items | — | (0.01)) |
| Income tax (provision) benefit on reconciling income (expense) items (2) | (0.01) | — |
| Per-share impact of reconciling income (expense) items | 0.00) | (0.01)) |
| Adjusted diluted net operating income per share | $$1.11 | $$2.15 |
(1)
Includes Inigo results from the Closing Date of the acquisition through June 30, 2026.
(2)
Calculated using the Company’s statutory tax rate of 21% for U.S.-based adjustments and 25% for U.K.-based adjustments.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Adjusted net operating return on equity is calculated by dividing annualized adjusted pretax operating income (loss), net of taxes computed using the Company’s effective tax rate, by average stockholders’ equity, based on the average of the beginning and ending balances for each period presented. For purposes of this non-GAAP financial measure, the income tax provision (benefit) on the reconciling income (expense) items is calculated using statutory tax rates that correspond to the jurisdiction and nature of each item, principally the U.S. federal income tax statutory rate or the U.K. corporation tax statutory rate. The following table provides a reconciliation of return on equity from continuing operations to our non-GAAP financial measure of adjusted net operating return on equity.
**Reconciliation of return on equity from continuing operations to adjusted net operating return on equity**
| Line item | Three Months Ended June 30, | Six Months Ended June 30, |
| --- | --- | --- |
| | 2025 | 2025 |
| Return on equity from continuing operations (2) | 13.6%% | 13.5%% |
| Less: impact of reconciling income (expense) items (3) | | |
| Net gains (losses) on financial instruments and foreign exchange | 0.1% | — |
| Amortization of other acquired intangible assets | — | — |
| Other purchase accounting adjustments, net | — | — |
| Acquisition-related expenses and other non-operating items | — | — |
| Income tax (provision) benefit on reconciling income (expense) items (4) | — | — |
| Impact of reconciling income (expense) items | 0.1% | — |
| Adjusted net operating return on equity | 13.5%% | 13.5%% |
(1)
Includes income and expense items attributable to Inigo from the Closing Date of the acquisition through June 30, 2026.
(2)
Calculated by dividing annualized net income from continuing operations by average stockholders’ equity, based on the average of the beginning and ending balances for each period presented.
(3)
Annualized, as a percentage of average stockholders’ equity.
(4)
Calculated using the Company’s statutory tax rate of 21% for U.S.-based adjustments and 25% for U.K.-based adjustments.
### Results of Operations—Mortgage Segment
Our Mortgage segment continued to serve as a solid foundation for our financial results, generating strong earnings and cash flow in the second quarter of 2026. Our Mortgage segment contributed $208 million of adjusted pretax operating income, with net premiums earned of $236 million. Our mortgage insurance in force portfolio was $284.0 billion as of June 30, 2026, and we wrote $16.3 billion of NIW during the quarter. We continued to observe low default and claim rates and steady cure activity, supporting favorable loss performance.
Consistent with the trends observed in recent periods, the economic and market conditions impacting our Mortgage results for the second quarter of 2026 remained generally favorable. These trends include: (i) positive economic growth and generally low unemployment in the U.S., resulting in a strong credit environment; (ii) continued elevated mortgage rates, contributing to a strong Persistency Rate due to the interest rates of mortgages in our insured portfolio generally remaining below prevailing interest rates; and (iii) strong mortgage insurance fundamentals, including stringent underwriting and product standards, higher-quality borrowers with strong credit profiles and strengthened servicing standards and government support to help borrowers stay in their homes.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following table summarizes our Mortgage segment’s results of operations for the periods indicated.
| Summary results of operations - Mortgage segment | Summary results of operations - Mortgage segment / Three Months Ended June 30, | Summary results of operations - Mortgage segment / Change Favorable(Unfavorable) | Summary results of operations - Mortgage segment / Six Months Ended June 30, | Change Favorable(Unfavorable) |
| --- | --- | --- | --- | --- |
| (In thousands) | 2025 | 2026 vs. 2025 | 2025 | 2026 vs. 2025 |
| Revenues | | | | |
| Net premiums written | $$231,596 | $958 | $$461,846 | $3,973 |
| (Increase) decrease in unearned premiums | 1,930 | 1,865 | 5,724 | 2,983 |
| Net premiums earned | 233,526 | 2,823 | 467,570 | 6,956 |
| Net investment income | 53,288 | 2,326 | 101,739 | 7,202 |
| Other income | 1,502 | (244) | 3,285 | (364) |
| Total revenues | 288,316 | 4,905 | 572,594 | 13,794 |
| Expenses | | | | |
| Provision for losses | 11,954 | (17,464) | 27,294 | (26,400) |
| Amortization of deferred policy acquisition costs | 7,205 | 324 | 13,593 | (187) |
| Other operating expenses | 51,881 | 3,534 | 95,084 | 6,014 |
| Interest expense | 877 | 123 | 1,302 | 78 |
| Total expenses | 71,917 | (13,483) | 137,273 | (20,495) |
| Adjusted pretax operating income (1) | $$216,399 | $(8,578) | $$435,321 | $(6,701) |
(1)
Our senior management uses adjusted pretax operating income as our primary measure to evaluate the fundamental financial performance of our business segments. See Note 5 of Notes to Unaudited Condensed Consolidated Financial Statements for more information.
### Revenues
Net Premiums Earned. The following table provides additional information about the components of our Mortgage segment’s net premiums earned for the periods indicated, including the effects of reinsurance programs.
| Net premiums earned | Three Months Ended June 30, | Change Favorable(Unfavorable) | Six Months Ended June 30, | Change Favorable(Unfavorable) |
| --- | --- | --- | --- | --- |
| (In thousands, except as otherwise indicated) | 2025 | 2026 vs. 2025 | 2025 | 2026 vs. 2025 |
| Mortgage | | | | |
| Direct | $$262,044 | $7,493 | $$523,955 | $14,484 |
| Ceded | (28,518)) | (4,670) | (56,385)) | (7,528) |
| Net premiums earned | $$233,526 | $2,823 | $$467,570 | $6,956 |
| In force portfolio premium yield (in basis points) (1) | 37.8 | — | 37.8 | — |
| Direct premium yield (in basis points) (2) | 38.1 | — | 38.0 | — |
| Net premium yield (in basis points) (3) | 33.9 | (0.5) | 33.9 | (0.4) |
| Average primary IIF (in billions) (4) | $$275.5 | $7.4 | $$275.9 | $7.4 |
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(1)
Calculated by dividing annualized direct premiums earned, excluding revenue from cancellations, by average primary IIF. Revenue from cancellations was $1.9 million and $3.4 million for the three and six months ended June 30, 2026, respectively, and $1.7 million and $2.9 million for the three and six months ended June 30, 2025, respectively.
(2)
Calculated by dividing annualized direct premiums earned, by average primary IIF.
(3)
Calculated by dividing annualized net premiums earned by average primary IIF. The calculation for all periods presented incorporates the impact of profit commission adjustments related to our reinsurance programs.
(4)
The average of beginning and ending balances of primary IIF, for each period presented.
The level of mortgage prepayments affects the revenue ultimately produced by our mortgage insurance business and is influenced by the mix of business we write. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results—Mortgage Insurance—IIF and Related Drivers” in our 2025 Form 10-K for more information.
The following table provides information related to the impact of our reinsurance transactions on premiums earned. See Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements for more information about our reinsurance programs.
| Ceded premiums earned / ($ in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Mortgage QSR Program (1) | $24,541 | $18,952 | $47,466 | $37,272 |
| Mortgage XOL Program | | | | |
| Mortgage insurance-linked notes program | 6,374 | 7,911 | 11,782 | 15,646 |
| Traditional reinsurance agreements | 2,273 | 1,655 | 4,665 | 3,467 |
| Total Mortgage XOL Program | 8,647 | 9,566 | 16,447 | 19,113 |
| Total ceded premiums earned (2) | $33,188 | $28,518 | $63,913 | $56,385 |
| Percentage of total direct premiums earned | 12.3% | 10.9% | 11.9% | 10.8% |
(1)
Includes the impact of changes in the profit commission retained by Radian Guaranty due to changes in loss reserves.
(2)
Does not include the benefit from ceding commissions from the reinsurance agreements in our Mortgage QSR Program, which is primarily included in other operating expenses on the condensed consolidated statements of operations. See Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
### Net Investment Income. The following table provides information related to our Mortgage segment’s investments for the periods indicated.
**Investment balances and yields**
| Line item | Three Months Ended June 30, | Change Favorable(Unfavorable) | Six Months Ended June 30, | Change Favorable(Unfavorable) |
| --- | --- | --- | --- | --- |
| ($ in thousands) | 2025 | 2026 vs. 2025 | 2025 | 2026 vs. 2025 |
| Investment income | $$55,953 | $1,169 | $$107,020 | $5,070 |
| Investment expenses | (2,665)) | 1,157 | (5,281)) | 2,132 |
| Net investment income | $$53,288 | $2,326 | $$101,739 | $7,202 |
| Average investments (1) | $$5,385,552 | $(168,334) | $$5,391,016 | $(192,622) |
| Average investment yield (2) | 4.0%% | 0.3% | 3.8%% | 0.4% |
(1)
For each period presented, reflects the average of the beginning and ending amortized cost of our total investments for each month of the quarter. Beginning December 31, 2025, average investments include the $600 million Intercompany Note with Radian Group, which is eliminated in consolidation.
(2)
Calculated by dividing annualized net investment income by average investments balance.
Net investment income increased for the three and six months ended June 30, 2026, as compared to the same periods in 2025, primarily driven by $10 million of interest earned in each of the first and second quarters of 2026 on the Intercompany
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Note issued by Radian Guaranty to Radian Group in connection with the Inigo acquisition. A corresponding amount is reported as interest expense for the Corporate category and both amounts are eliminated in consolidation. This benefit was partially offset by a decline in the average balance for the remainder of the investment portfolio.
### Expenses
Provision for Losses. The following table details the financial impact of the significant components of our Mortgage segment’s provision for losses for the periods indicated.
| Provision for losses | Three Months Ended June 30, | Change Favorable(Unfavorable) | Six Months Ended June 30, | Change Favorable(Unfavorable) |
| --- | --- | --- | --- | --- |
| ($ in thousands, except reserve per new default) | 2025 | 2026 vs. 2025 | 2025 | 2026 vs. 2025 |
| Current period (1) | $$47,912 | $(1,475) | $$103,750 | $(11,544) |
| Prior period development (2) | (35,958)) | (15,989) | (76,456)) | (14,856) |
| Total provision for losses | $$11,954 | $(17,464) | $$27,294 | $(26,400) |
| Current period | 20.5%% | (0.4 | 22.2%% | (2.1 |
| Prior period development | (15.4 | (6.9 | (16.4 | (3.4 |
| Total loss ratio | 5.1%% | (7.3 | 5.8%% | (5.5 |
| Reserve per new default (3) | $$4,178 | $187 | $$4,328 | $(114) |
(1)
Related to defaulted loans with the most recent default notice dated in the period indicated. For example, if a loan had defaulted in a prior period, but then subsequently cured and later re-defaulted in the current period, the default would be considered a current period default.
(2)
Related to defaulted loans with a default notice dated in a period earlier than the period indicated, which have been continuously in default since that time.
(3)
Calculated by dividing provision for losses for new defaults, net of reinsurance, by the number of new primary defaults for each period.
The increase in the provision for losses for the three and six months ended June 30, 2026, as compared to the same periods in 2025, is primarily driven by an increase in current period new defaults and a reduction in favorable development on prior period defaults, which impacted our mortgage insurance loss reserves.
As shown in the table below, current period new primary defaults increased for the three and six months ended June 30, 2026, compared to the same periods in 2025. Our gross Default to Claim Rate assumption for new primary defaults was 7.5% at both June 30, 2026 and 2025. When establishing this assumed rate, we continue to closely monitor the trends in Cures and claims paid for our default inventory, while also weighing the risks and uncertainties associated with the current economic environment.
Our provision for losses during the three and six months ended June 30, 2026, and the same periods in 2025, was positively impacted by favorable reserve development on prior period defaults, primarily as a result of Cure trends that were more favorable than originally estimated, and which resulted in reductions in certain of our prior year Default to Claim Rate assumptions.
See Note 11 of Notes to Unaudited Condensed Consolidated Financial Statements herein for additional information, as well as Notes 1 and 11 of Notes to Consolidated Financial Statements and “Item 1A. Risk Factors” in our 2025 Form 10-K.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our primary default rate as a percentage of total insured loans was 2.5% and 2.6% at June 30, 2026, and December 31, 2025, respectively. The following table shows a rollforward of our primary loans in default.
| Rollforward of primary loans in default | Rollforward of primary loans in default / Three Months Ended June 30, 2026 | Rollforward of primary loans in default / Three Months Ended June 30, 2025 | Rollforward of primary loans in default / Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Beginning default inventory | 24,625 | 22,758 | 25,230 | 24,055 |
| New defaults | 12,373 | 11,467 | 25,957 | 23,972 |
| Cures (1) (2) | (12,381) | (11,646) | (26,118) | (25,195) |
| Claims paid (1) (3) | (415) | (290) | (883) | (500) |
| Rescissions and Claim Denials (1) (4) | (2) | (31) | 14 | (74) |
| Ending default inventory | 24,200 | 22,258 | 24,200 | 22,258 |
(1)
Prior periods have been recast to conform to current presentation for Cures, claims paid and Rescissions and Claim Denials.
(2)
Net of any cancelled defaulted policies that were reinstated back into an active default status during the period.
(3)
Includes any previously rescinded or denied policies that ultimately resulted in a paid claim during the period, and net of any previously paid claims that were reinstated into an active default status. Claims resolved without payment were moved from Cures into claims paid for all periods presented.
(4)
Net of any previous Rescissions and Claim Denials that were reinstated during the period. Such reinstated Rescissions and Claim Denials may ultimately result in a paid claim.
The following table shows additional information about our primary loans in default as of the dates indicated.
| Primary loans in default - additional information | Primary loans in default - additional information / June 30, 2026 / # | Primary loans in default - additional information / June 30, 2026 / % | December 31, 2025 / # | December 31, 2025 / % | June 30, 2025 / # | June 30, 2025 / % |
| --- | --- | --- | --- | --- | --- | --- |
| Missed payments - pre-foreclosure stage | | | | | | |
| Three payments or less | 11,683 | 48.3% | 13,252 | 52.5% | 10,918 | 49.1% |
| Four to eleven payments | 8,061 | 33.3% | 7,813 | 31.0% | 7,282 | 32.7% |
| Twelve payments or more | 2,814 | 11.6% | 2,539 | 10.1% | 2,593 | 11.6% |
| Foreclosure stage defaulted loans (1) | 1,268 | 5.2% | 1,198 | 4.7% | 1,138 | 5.1% |
| Pending claims | 374 | 1.6% | 428 | 1.7% | 327 | 1.5% |
| Total default inventory | 24,200 | 100.0% | 25,230 | 100.0% | 22,258 | 100.0% |
| Policies in force | 980,013 | | 985,755 | | 978,862 | |
| Primary default rate | | 2.5% | | 2.6% | | 2.3% |
(1)
Loans in the stage of default in which a foreclosure sale has been scheduled or held.
We develop our Default to Claim Rate estimates based primarily on observed trends and a variety of loan characteristics to determine the likelihood that a default will reach claim status. Our aggregate weighted average net Default to Claim Rate assumption for our primary loans used in estimating our reserve for losses, which is net of estimated Claim Denials and Rescissions, was 25% and 23% as of June 30, 2026, and December 31, 2025, respectively. See Note 11 of Notes to Consolidated Financial Statements in our 2025 Form 10-K for additional details about our Default to Claim Rate assumptions.
Although expected claims are included in our reserve for losses, the timing of claims paid is subject to fluctuation from quarter to quarter based on the rate that defaults cure and other factors (as described in “Item 1. Business—Mortgage Insurance—Rescissions, Defaults and Claims” in our 2025 Form 10-K) that make the timing of paid claims difficult to predict.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following table shows net claims paid by product and the average claim paid by product for the periods indicated.
**Claims paid**
| (In thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Net claims paid (1) | | | | |
| Primary | $20,285 | $5,122 | $38,924 | $9,325 |
| Pool and other | 2 | (2) | 109 | (921) |
| Subtotal | 20,287 | 5,120 | 39,033 | 8,404 |
| LAE | 996 | 945 | 2,141 | 1,894 |
| Commutations and settlements (2) | — | 924 | — | 923 |
| Total net claims paid | $21,283 | $6,989 | $41,174 | $11,221 |
| Average net primary claim paid (1) (2) | $52.0 | $40.6 | $52.0 | $34.0 |
| Average direct primary claim paid (2) (3) | $61.7 | $47.8 | $61.7 | $44.0 |
(1)
Net of reinsurance recoveries.
(2)
Calculated excluding the impact of: (i) LAE; (ii) commutations and settlements; and (iii) claims resolved without payment, including claims subsequently withdrawn by the servicer.
(3)
Before reinsurance recoveries.
Total claims paid increased for the three and six months ended June 30, 2026, compared to the same periods in 2025, consistent with both the growth and seasoning of our IIF and our reserving expectations.
For additional information about our reserve for losses, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our 2025 Form 10-K.
Other Operating Expenses. The following table provides information about our Mortgage segment’s other operating expenses for the periods indicated.
| Other operating expenses | Other operating expenses / Three Months Ended June 30, | Other operating expenses / Change Favorable(Unfavorable) | Other operating expenses / Six Months Ended June 30, | Change Favorable(Unfavorable) |
| --- | --- | --- | --- | --- |
| (In thousands) | 2025 | 2026 vs. 2025 | 2025 | 2026 vs. 2025 |
| Direct | | | | |
| Salaries and other base employee expenses | $$21,483 | $(962) | $$42,331 | $(2,429) |
| Variable and share-based incentive compensation | 20,540 | 5,704 | 32,340 | 9,765 |
| Other general operating expenses | 16,933 | (2,741) | 34,210 | (4,352) |
| Ceding commissions | (7,075)) | 1,533 | (13,797)) | 3,030 |
| Total other operating expenses | $$51,881 | $3,534 | $$95,084 | $6,014 |
The decrease in other operating expenses for the three and six months ended June 30, 2026, compared to the same periods in 2025, was primarily due to lower variable incentive compensation expense, driven by increases to estimated performance-based compensation payouts recognized in 2025.
### Results of Operations—Specialty Segment
Our Specialty segment writes insurance and reinsurance coverage through multiple lines of business including property, casualty, financial lines and other specialty lines focusing on core classes of insurance and reinsurance where we believe we possess technical expertise.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
During the three months ended June 30, 2026, our Specialty segment contributed $29 million of adjusted pretax operating income, with net premiums earned of $267 million, and had a Combined Ratio of 97.7%. The Combined Ratio for the quarter was impacted by lower net premiums earned reflecting competitive market conditions and continued premium rate softening, and by increased current accident year loss assumptions, primarily related to the conflict in the Middle East. The impact of market conditions was partially mitigated by disciplined underwriting decisions that we expect to help maintain rate adequacy and portfolio profitability.
The property, casualty and other specialty insurance markets in which the Specialty segment operates are influenced by market cycles, competitive pressures and evolving risk landscapes. This market demands a disciplined approach to underwriting, effective risk selection and robust data and analytics to navigate increasing competition, particularly in short-tail property lines. Factors such as claims inflation, geopolitical risks and climate change further shape the specialty insurance environment.
The following table summarizes our Specialty segment’s results of operations for the periods indicated.
**Summary results of operations - Specialty segment**
| (In thousands) | Three Months Ended June 30, 2026 | From Closing Date to June 30, 2026 |
| --- | --- | --- |
| Revenues | | |
| Net premiums written | $382,180 | $530,663 |
| (Increase) decrease in unearned premiums | (114,817) | (98,949) |
| Net premiums earned | 267,363 | 431,714 |
| Net investment income | 24,902 | 41,801 |
| Other income | 1,082 | 2,409 |
| Total revenues | 293,347 | 475,924 |
| Expenses | | |
| Provision for losses | 169,239 | 255,507 |
| Amortization of deferred policy acquisition costs | 52,937 | 82,002 |
| Other operating expenses | 39,042 | 63,927 |
| Interest expense | 3,533 | 5,823 |
| Total expenses | 264,751 | 407,259 |
| Adjusted pretax operating income (1) | $28,596 | $68,665 |
(1)
Our senior management uses adjusted pretax operating income as our primary measure to evaluate the fundamental financial performance of our business segments. See Note 5 of Notes to Unaudited Condensed Consolidated Financial Statements for more information.
### Revenues
Net Premiums Earned. The following table provides additional information about the components of our Specialty segment’s net premiums earned for the periods indicated.
| Net premiums earned / (In thousands) | Three Months Ended June 30, 2026 | From Closing Date to June 30, 2026 |
| --- | --- | --- |
| Specialty | | |
| Direct | $146,061 | $255,048 |
| Assumed | 190,077 | 284,575 |
| Ceded | (68,775) | (107,909) |
| Net premiums earned | $267,363 | $431,714 |
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
For the three months ended June 30, 2026, and for the period from the Closing Date to June 30, 2026, net premiums earned for the Specialty segment were $267 million and $432 million, respectively. For the three months ended June 30, 2026, gross premiums earned before the impact of ceded reinsurance were $336 million, consisting of $146 million of direct premiums earned and $190 million of assumed premiums earned. For the period from the Closing Date to June 30, 2026, gross premiums earned before the impact of ceded reinsurance were $540 million, consisting of $255 million of direct premiums earned and $285 million of assumed premiums earned. Direct premiums earned relate to insurance policies written by the Specialty segment and assumed premiums earned relate to reinsurance business where the Specialty segment assumes risk from other insurers or reinsurers.
Net premiums earned for the three months ended June 30, 2026, and for the period from the Closing Date to June 30, 2026, were reduced by ceded premiums earned of $69 million and $108 million, respectively, reflecting reinsurance purchased by the Specialty segment to manage underwriting exposures, catastrophe risk and earnings volatility. As Inigo’s results are included only from the Closing Date, the period from the Closing Date to June 30, 2026, that is presented herein does not reflect a full two quarters of Specialty segment activity.
Net Investment Income. The following table provides information related to our Specialty segment’s investments for the periods indicated.
**Investment balances and yields**
| ($ in thousands) | Three Months Ended June 30, 2026 | From Closing Date to June 30, 2026 |
| --- | --- | --- |
| Investment income | $25,255 | $42,451 |
| Investment expenses | (353) | (650) |
| Net investment income | $24,902 | $41,801 |
| Average investments (1) | $2,531,512 | $2,541,339 |
| Average investment yield (2) | 3.9% | 3.9% |
(1)
For each period presented, reflects the average of the beginning and ending amortized cost of our total investments, including cash, short-term deposits and overseas deposits, for each month of the period.
(2)
Calculated by dividing annualized net investment income by average investments balance.
Net investment income for the quarter was $25 million, generated from average invested assets of $2.5 billion and an average investment yield of 3.9%, reflecting returns from a conservatively positioned fixed income portfolio and cash holdings maintained to support insurance liabilities and liquidity requirements. Net investment income for the period from the Closing Date to June 30, 2026, was $42 million, generated from average invested assets of $2.5 billion and an average investment yield of 3.9%, reflecting returns from a conservatively positioned fixed income portfolio and cash holdings maintained to support insurance liabilities and liquidity requirements.
### Expenses
Provision for Losses. The following table details the financial impact of the significant components of our Specialty segment’s provision for losses for the periods indicated.
| Provision for losses / ($ in thousands) | Three Months Ended June 30, 2026 | From Closing Date to June 30, 2026 |
| --- | --- | --- |
| Current period (1) | $193,410 | $292,256 |
| Prior period development (2) | (24,171) | (36,749) |
| Total provision for losses | $169,239 | $255,507 |
| Current period | 72.3% | 67.7% |
| Prior period development | (9.0 | (8.5 |
| Loss Ratio | 63.3% | 59.2% |
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(1)
Related to provision for losses and loss adjustment expenses for insured events occurring during the current period, including estimates for both reported claims and IBNR claims.
(2)
Related to changes in estimates of losses and loss adjustment expenses related to prior accident periods.
For the three months ended June 30, 2026, and for the period from the Closing Date to June 30, 2026, the total provision for losses for the Specialty segment was $169 million and $256 million, respectively, representing a Loss Ratio of 63.3% and 59.2%, respectively. Current period losses for the three months ended June 30, 2026, and for the period from the Closing Date to June 30, 2026, were $193 million and $292 million, respectively, and reflect losses and loss adjustment expenses related to insured events occurring during the current accident period. These losses were partially offset by $24 million and $37 million of favorable prior period development, for the three months ended June 30, 2026, and for the period from the Closing Date to June 30, 2026, respectively, reflecting updated estimates of losses and loss adjustment expenses related to prior accident periods.
Geopolitical developments influenced market conditions during the first half of 2026. The escalation of hostilities in the Middle East introduced heightened uncertainty across political violence, aviation war, cyber, energy and related specialty insurance markets. While reported loss activity to date has been limited, the evolving situation presents a heightened risk of loss with respect to insured risks in the region, reinforcing the importance of disciplined risk selection, exposure management and reinsurance protection. The Company continues to monitor geopolitical developments and evolving market conditions, including potential increased volatility in financial markets.
Amortization of Deferred Policy Acquisition Costs. Amortization of deferred policy acquisition costs reflects gross policy acquisition costs of $59 million and $93 million for the three months ended June 30, 2026, and for the period from the Closing Date to June 30, 2026, respectively, partially offset by ceded policy acquisition costs of $7 million and $11 million for the three months ended June 30, 2026, and for the period from the Closing Date to June 30, 2026, respectively, on ceded reinsurance arrangements.
Other Operating Expenses. The following table shows additional information about other operating expenses for the periods indicated.
| Other operating expenses / (In thousands) | Three Months Ended June 30, 2026 | From Closing Date to June 30, 2026 |
| --- | --- | --- |
| Direct | | |
| Salaries and other base employee expenses | $6,743 | $11,696 |
| Variable and share-based incentive compensation | 9,183 | 14,267 |
| Other general operating expenses | 23,116 | 37,964 |
| Total other operating expenses | $39,042 | $63,927 |
For the three months ended June 30, 2026, and for the period from the Closing Date to June 30, 2026, other operating expenses reflect the personnel and incentive costs required to support underwriting and claims operations, together with technology, professional fees and other infrastructure expenses, including marketing spend in the first quarter to support key strategic initiatives.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
### Results of Operations—Corporate Category
The following table summarizes the results of operations for our Corporate category for the periods indicated.
**Summary results of operations - Corporate**
| Line item | Three Months Ended June 30, | Change Favorable(Unfavorable) | Six Months Ended June 30, | Change Favorable(Unfavorable) |
| --- | --- | --- | --- | --- |
| (In thousands) | 2025 | 2026 vs. 2025 | 2025 | 2026 vs. 2025 |
| Revenues | | | | |
| Net investment income | $$8,383 | $(4,453) | $$20,942 | $(7,790) |
| Total revenues | 8,383 | (4,453) | 20,942 | (7,790) |
| Expenses | | | | |
| Other operating expenses | 17,297 | 574 | 31,618 | 4,196 |
| Interest expense | 16,551 | (11,224) | 32,615 | (22,744) |
| Total expenses | 33,848 | (10,650) | 64,233 | (18,548) |
| Adjusted pretax operating income (loss) (1) | $$(25,465)) | $(15,103) | $$(43,291)) | $(26,338) |
(1)
Our senior management uses adjusted pretax operating income as our primary measure to evaluate the fundamental financial performance of our business segments. See Note 5 of Notes to Unaudited Condensed Consolidated Financial Statements for more information.
The increase in adjusted pretax operating loss for our Corporate category activities for the three and six months ended June 30, 2026, compared to the same periods in 2025 is primarily due to a $10 million increase in interest expense in each of the first and second quarters of 2026 related to interest payable on the Intercompany Note issued by Radian Guaranty to Radian Group in connection with the Inigo acquisition. A corresponding amount is reported as net investment income for the Mortgage segment and both amounts are eliminated in consolidation.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
### Consolidated Cash Flows
The following table summarizes our consolidated cash flows from operating, investing and financing activities.
| Summary cash flows - consolidated | Six Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, |
| --- | --- | --- | --- |
| (In thousands) | 2026 (1) | | 2025 |
| Net cash provided by (used in): | | | |
| Operating activities, continuing operations | $ | $$294,395 | 324,952 |
| Investing activities, continuing operations | | (165,238) | 107,180 |
| Financing activities, continuing operations | | (63,810) | (415,686) |
| Net cash provided by (used in) continuing operations | | 65,347 | 16,446 |
| Operating activities, discontinued operations | | 333,562 | (970,483) |
| Investing activities, discontinued operations | | 34,587 | 124,131 |
| Financing activities, discontinued operations | | (324,226) | 810,629 |
| Net cash provided by (used in) discontinued operations | | 43,923 | (35,723) |
| Effect of exchange rate changes on cash and restricted cash | | 1,807 | — |
| Increase (decrease) in cash and restricted cash (2) | $ | $$111,077 | (19,277) |
(1)
Includes Inigo results for the five-month period from the Closing Date through June 30, 2026.
(2)
Includes change in cash and restricted cash for discontinued operations, which are included in assets held for sale on our condensed consolidated balance sheets.
Operating Activities. Our most significant source of operating cash flows from continuing operations is from premiums received from our insurance and assumed reinsurance policies, reinsurance recoverables and net investment income, while our most significant uses of operating cash flows are typically our operating expenses, taxes, ceded reinsurance premiums and claims paid on our insurance and assumed reinsurance policies. The decrease in cash provided by operating activities, continuing operations, in the six months ended June 30, 2026, as compared to the same period in 2025, was primarily due to acquisition-related costs paid in connection with the Inigo acquisition in the first quarter of 2026, as well as an increase in mortgage insurance claims paid and a reduction in net investment income in the six month period. Net cash flows provided by (used in) operating activities from discontinued operations primarily relate to net purchases and sales of mortgage loans held for sale, which have varied from period to period.
Investing Activities. The change in net cash used in investing activities, continuing operations, for the six months ended June 30, 2026, as compared to cash provided by investing activities, continuing operations, in the same period in 2025, was primarily driven by the funding of the Inigo acquisition in the first quarter of 2026, net of cash acquired, primarily offset by an increase in sales and redemptions of short-term investments to help fund the acquisition in the first quarter. The decrease in net cash provided by investing activities, discontinued operations, for the six months ended June 30, 2026, as compared to the same period in 2025, was primarily driven by a reduction in cash provided from Mortgage Conduit loan activities.
Financing Activities. For the six months ended June 30, 2026, our net cash used in financing activities, continuing operations primarily reflected repurchases of our common stock and the payment of dividends, partially offset by net proceeds received from our revolving credit facility. See Notes 12 and 14 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information on our borrowing and capital stock activities, respectively. Net cash used in financing activities, discontinued operations, for the six months ended June 30, 2026, was primarily driven by the net change in borrowings related to funding from mortgage loan financing facilities.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
See “Item 1. Financial Statements (Unaudited)—Condensed Consolidated Statements of Cash Flows (Unaudited)” for additional information.
### Liquidity Analysis—Holding Company
Radian Group serves as the holding company for our operating subsidiaries and does not have any operations of its own. At June 30, 2026, Radian Group had available, either directly or through unregulated subsidiaries, unrestricted cash and liquid investments of $412 million. Total liquidity was $837 million as of June 30, 2026, and included $425 million of remaining availability under our unsecured revolving credit facility.
During the six months ended June 30, 2026, Radian Group’s available liquidity decreased by $1.4 billion, primarily due to $1.65 billion of cash consideration paid for the acquisition of Inigo, $127 million paid for share repurchases and $73 million paid for dividends. This decrease was partially offset by $340 million of ordinary dividends received from Radian Guaranty, $75 million, net, drawn on our unsecured revolving credit facility and $65 million of distributions from our businesses held for sale. See Note 16 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information on distributions from Radian Guaranty, Note 12 for additional information on our revolving credit facility and Note 18 for additional information on our businesses held for sale.
In addition to available cash and marketable securities, including net investment income earned on such investments, Radian Group’s principal sources of cash to fund future liquidity needs include: (i) payments made to Radian Group by its subsidiaries under expense- and tax-sharing arrangements; (ii) to the extent available, dividends or other distributions from its subsidiaries; and (iii) as further described below, our $425 million of remaining availability under our unsecured revolving credit facility with a syndicate of bank lenders.
Subject to certain limitations, borrowings under our $500 million unsecured revolving credit facility may be used for working capital and general corporate purposes, including, without limitation, capital contributions to our insurance and other subsidiaries as well as growth initiatives. During the six months ended June 30, 2026, we drew $200 million on the facility in connection with the Inigo acquisition and repaid $125 million. At June 30, 2026, $75 million was outstanding under the facility. As of June 30, 2026, we were in compliance with our covenants under the unsecured revolving credit facility. See Note 12 of Notes to Consolidated Financial Statements in our 2025 Form 10-K for additional information on the unsecured revolving credit facility.
In connection with our Mortgage Conduit business, Radian Mortgage Capital entered into the Master Repurchase Agreements to finance the acquisition of residential mortgage loans and related mortgage loan assets. In addition, Radian Group entered into Parent Guarantees guaranteeing the obligations under the Master Repurchase Agreements. Following the decision to wind down our Mortgage Conduit business, the Master Repurchase Agreements and the related Parent Guarantees have been terminated. See Note 18 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
As of June 30, 2026, we expect Radian Group’s principal liquidity demands for the next 12 months to be: (i) the payment of $450 million principal amount of our outstanding Senior Notes due 2027; (ii) the payment of corporate expenses, including taxes; (iii) interest payments on our outstanding debt obligations, including interest payments to Radian Guaranty under the terms of the Intercompany Note, as well as potential amounts to repay all or a portion of borrowings under our credit facility; (iv) investments to support our business strategy and to expand and diversify our revenue streams, including, if needed, capital contributions to our subsidiaries; and (v) the payment of quarterly dividends on our common stock, which currently are $0.255 per share, and which remain subject to approval by our board of directors and our ongoing assessment of our financial condition and potential needs related to the execution and implementation of our business plans and strategies.
In addition to our ongoing short-term liquidity needs discussed above, our most significant need for liquidity beyond the next 12 months is the repayment of $625 million aggregate principal amount of our senior debt due in 2029 and of the $600 million that we borrowed from Radian Guaranty pursuant to the Intercompany Note to fund a portion of the purchase price of the Inigo acquisition. See “Capitalization—Holding Company” below for additional information about our outstanding debt.
Radian Group’s liquidity demands for the next 12 months or in future periods could also include: (i) potential repurchases of shares of our common stock pursuant to share repurchase authorizations, as described below and (ii) early repurchases or redemptions of portions of our debt obligations, including principal due on the Intercompany Note.
For additional information about related risks and uncertainties, see “The use of the Intercompany Note to fund a portion of the Inigo acquisition reduced our liquidity and Radian Guaranty’s PMIERs Cushion, and subjects us to certain conditions
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
and compliance obligations associated with the Intercompany Note which could adversely affect us and our financial condition;” “Our sources of liquidity may be insufficient to fund our obligations;” and “Radian Guaranty may fail to maintain its eligibility status with the GSEs, and the additional capital required to support Radian Guaranty’s eligibility could reduce our available liquidity” under “Item 1A. Risk Factors” in our 2025 Form 10-K.
In addition to Radian Group’s existing sources of liquidity to fund its obligations, we may decide to seek additional capital, including by incurring additional debt, issuing additional equity or selling assets, which we may not be able to do on favorable terms, if at all.
Inigo Acquisition. On February 2, 2026, the Company completed its strategic acquisition of Inigo, which reduced both available and total liquidity by $1.65 billion, representing the cash portion of the consideration paid for the acquisition. Radian funded the acquisition from Radian Group’s available liquidity sources (including proceeds of the Intercompany Note) combined with funds from a $200 million draw on our unsecured revolving credit facility.
Discontinued Operations. In the event the cash flows from operations of our businesses held for sale are insufficient to fund all of their needs, Radian Group may have to provide additional funds in the form of additional capital contributions or other support. During the six months ended June 30, 2026, $7 million in contributions were made to our businesses held for sale. These businesses also distributed $65 million in returns of capital to Radian Group during the first six months of 2026.
Share Repurchases. During the six months ended June 30, 2026, the Company repurchased 3.7 million shares of Radian Group common stock under programs authorized by Radian Group’s board of directors, at a total cost of $127 million, including commissions. See Note 14 of Notes to Unaudited Condensed Consolidated Financial Statements for additional details on our share repurchase programs.
Dividends and Dividend Equivalents. Our quarterly dividend is currently $0.255 per share. Based on our outstanding shares of common stock and our current dividend level, which our board of directors may change at any time, we would require approximately $136 million in the aggregate to pay dividends for the next 12 months, plus an incremental amount for dividend equivalents that will fluctuate based on final shares vested under our performance-based RSU programs. So long as no default or event of default exists under our revolving credit facility, Radian Group is not subject to any legal or contractual limitations on its ability to pay dividends except those generally applicable to corporations that are incorporated in Delaware. See Note 16 of Notes to Unaudited Condensed Consolidated Financial Statements for additional details. The declaration and payment of future quarterly dividends remains subject to the board of directors’ discretion and determination.
Corporate Expenses and Interest Expense. Radian Group has expense-sharing arrangements in place with its U.S. principal operating subsidiaries that may require those subsidiaries to pay their allocated share of certain holding-company-level expenses, including interest payments on Radian Group’s outstanding third-party debt obligations. Operating expenses and interest expense on Radian Group’s third-party debt obligations allocated under these arrangements during the six months ended June 30, 2026, of $60 million and $36 million, respectively, were substantially all reimbursed by Radian Group’s subsidiaries. We expect these expense-sharing arrangements to remain in effect for the remainder of 2026 and beyond. The expense-sharing arrangements, as amended, between Radian Group and its mortgage insurance subsidiaries have been approved by the Pennsylvania Insurance Department, but such approval may be modified or revoked at any time and the amounts allocated under the agreements may change.
Taxes. Pursuant to our tax-sharing agreements, our U.S.-based operating subsidiaries pay Radian Group an amount equal to any federal income tax the subsidiary would have paid on a standalone basis if they were not part of our consolidated tax return. As a result, from time to time, under the provisions of our tax-sharing agreements, Radian Group may pay to or receive from its operating subsidiaries amounts that differ from Radian Group’s consolidated federal tax payment obligation. There were $78 million tax-sharing agreement payments received by Radian Group from its subsidiaries during the six months ended June 30, 2026.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
### Capitalization—Holding Company
The following table presents our holding company capital structure.
| Capital structure / (In thousands, except per-share amounts and ratios) | June 30,2026 | December 31,2025 |
| --- | --- | --- |
| Debt | | |
| Senior Notes due 2027 | $450,000 | $450,000 |
| Senior Notes due 2029 | 625,000 | 625,000 |
| Revolving credit facility | 75,000 | — |
| Unamortized discount and debt issuance costs | (5,749) | (7,092) |
| Total | 1,144,251 | 1,067,908 |
| Stockholders’ equity | 4,808,479 | 4,781,514 |
| Total capitalization | $5,952,730 | $5,849,422 |
| Holding company debt-to-capital ratio (1) | 19.2% | 18.3% |
| Shares outstanding | 133,556 | 135,498 |
| Book value per share | $36.00 | $35.29 |
(1)
Calculated as the aggregate carrying value of our senior notes, which were issued and are owed by our holding company, and revolving credit facility, divided by the carrying value of our senior notes, revolving credit facility and stockholders’ equity. This holding company ratio does not include the effects of amounts owed by our subsidiaries related to other borrowings.
Stockholders’ equity increased by $27 million from December 31, 2025, to June 30, 2026. The net increase in stockholders’ equity for the six months ended June 30, 2026, resulted primarily from our net income of $240 million and $24 million of equity awards and common stock issued in connection with the Inigo acquisition. These were partially offset by: (i) a net increase in unrealized losses on investment securities of $43 million as a result of increases in market interest rates during the period; (ii) share repurchases of $127 million, excluding related excise taxes due; and (iii) declared dividend and dividend equivalents of $72 million.
The increase in book value per share from $35.29 at December 31, 2025, to $36.00 at June 30, 2026, was primarily due to an increase of $1.77 per share attributable to our net income for the six months ended June 30, 2026, partially offset by: (i) a decrease of $0.32 per share due to a net increase in unrealized losses in our available for sale securities, recorded in accumulated other comprehensive income for the six months ended June 30, 2026, and (ii) a decrease of $0.53 per share attributable to declared dividends and dividend equivalents.
We regularly evaluate opportunities, based on market conditions, to finance our operations by accessing the capital markets or entering into other types of financing arrangements with institutional and other lenders. We also regularly consider various measures to improve our capital and liquidity positions, as well as to strengthen our balance sheet, improve Radian Group’s debt maturity profile and maintain adequate liquidity for our operations. Among other things, these measures may include borrowing agreements or arrangements, such as securities or other master repurchase agreements and revolving credit facilities. In the past, we have repurchased or exchanged, prior to maturity, some of our outstanding debt, and in the future, we may from time to time seek to redeem, repurchase or exchange for other securities, or otherwise restructure or refinance some or all of our outstanding debt prior to maturity in the open market through other public or private transactions, including pursuant to one or more tender offers or through any combination of the foregoing, as circumstances may allow. The timing or amount of any potential transactions will depend on a number of factors, including market opportunities and our views regarding our capital and liquidity positions and potential future needs. There can be no assurance that any such transactions will be completed on favorable terms, or at all.
### Mortgage Segment
Historically, one of the primary demands for liquidity in our Mortgage segment is the payment of claims, net of reinsurance, including from commutations and settlements. See Note 11 of Notes to Unaudited Condensed Consolidated
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Financial Statements for information on our mortgage insurance reserve for losses and LAE, which represents our best estimate of the costs of settling future claims on currently defaulted mortgage loans.
Other principal demands for liquidity in our Mortgage segment are expected to include: (i) expenses (including those allocated from Radian Group); (ii) repayments of FHLB advances; (iii) distributions from Radian Guaranty to Radian Group, including returns of capital and recurring ordinary dividends; and (iv) taxes, including potential payments to Radian Group pursuant to the tax sharing agreement.
The principal sources of liquidity in our Mortgage segment currently include insurance premiums, net investment income and cash flows from: (i) investment sales and maturities; (ii) FHLB advances; and (iii) interest payments received from Radian Group on the $600 million Intercompany Note. We believe that the operating cash flows generated by Radian Guaranty, as well as our other immaterial mortgage insurance subsidiaries, will provide them with the funds necessary to satisfy their respective needs for the foreseeable future. Future sources of liquidity may also include, if necessary, capital contributions from Radian Group or principal repayment of the Intercompany Note.
As of June 30, 2026, Radian Guaranty maintained claims paying resources of $6.1 billion on a statutory basis, which consist of contingency reserves, statutory policyholders’ surplus, premiums received but not yet earned and loss reserves. In addition, our reinsurance programs are designed to provide additional claims-paying resources during times of economic stress and elevated losses. See Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
Radian Guaranty’s Risk-to-capital as of June 30, 2026, was 10.4 to 1. Radian Guaranty is not expected to need additional capital to satisfy state insurance regulatory requirements in their current form. At June 30, 2026, Radian Guaranty had statutory policyholders’ surplus of $582 million. This balance includes a $1.1 billion benefit from U.S. Mortgage Guaranty Tax and Loss Bonds issued by the U.S. Department of the Treasury, which mortgage guaranty insurers such as Radian Guaranty may purchase in order to be eligible for a tax deduction, subject to certain limitations, related to amounts required to be set aside in statutory contingency reserves. In our 2025 Form 10-K, see both Note 16 of Notes to Consolidated Financial Statements and “Radian Guaranty may fail to maintain its eligibility status with the GSEs, and the additional capital required to support Radian Guaranty’s eligibility could reduce our available liquidity” under “Item 1A. Risk Factors” for more information.
Radian Guaranty currently is an approved mortgage insurer under the PMIERs. Private mortgage insurers, including Radian Guaranty, are required to comply with the PMIERs to remain approved insurers of loans purchased by the GSEs. At June 30, 2026, Radian Guaranty’s Available Assets under the PMIERs financial requirements totaled $5.3 billion, resulting in a PMIERs Cushion of $1.5 billion, or 37%, over its Minimum Required Assets. Those amounts compare to Available Assets of $5.4 billion and a PMIERs Cushion of $1.6 billion, or 41%, at December 31, 2025. See “The use of the Intercompany Note to fund a portion of the Inigo acquisition reduced our liquidity and Radian Guaranty’s PMIERs Cushion and subjects us to certain conditions and compliance obligations associated with the Intercompany Note which could adversely affect us and our financial condition” under “Item 1A. Risk Factors” in our 2025 Form 10-K.
Despite holding assets above the minimum statutory capital thresholds and PMIERs financial requirements, the ability of Radian’s mortgage insurance subsidiaries to pay dividends on their common stock is restricted by certain provisions of the insurance laws of Pennsylvania, their state of domicile. Under Pennsylvania’s insurance laws, ordinary dividends and other distributions may only be paid out of an insurer’s positive unassigned surplus unless the Pennsylvania Insurance Department approves the payment of dividends or other distributions from another source.
In the first and second quarters of 2026, Radian Guaranty paid $140 million and $200 million, respectively, in ordinary dividends to Radian Group and we expect Radian Guaranty to maintain the ability to pay dividends during the remainder of 2026 and for the foreseeable future. See Note 16 of Notes to Consolidated Financial Statements in our 2025 Form 10-K for additional information on our statutory dividend restrictions and contingency reserve requirements.
As noted above, Radian Group paid a portion of the cash consideration for the Inigo acquisition with proceeds from the Intercompany Note that was approved by the Pennsylvania Insurance Department. Radian Guaranty is required to comply with certain conditions while the Intercompany Note is outstanding, including, most notably, obtaining prior approval from the Pennsylvania Insurance Department for all dividends paid by Radian Guaranty for a period of three years (which we may request to be reduced or the Pennsylvania Insurance Department may, in certain circumstances, extend for up to five years) and maintaining a minimum policyholders’ surplus of $500 million, among other conditions.
Radian Guaranty is a member of the FHLB. As a member, it may borrow from the FHLB, subject to certain conditions, which include requirements to post collateral and to maintain a minimum investment in FHLB stock. Advances from the FHLB may be used to provide low-cost, supplemental liquidity for various purposes, including to fund incremental investments.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Radian’s current strategy includes using FHLB advances as financing for general cash management and liquidity purposes. As of June 30, 2026, there were $88 million of FHLB advances outstanding. See Note 12 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
### Specialty Segment
The principal demands for liquidity in our Specialty segment arise from the financial obligations associated with its insurance contracts and other financial liabilities. The Specialty segment is exposed to daily calls on its available cash resources, primarily from claims payments under insurance contracts.
Due to the potential timing mismatch between the payment of gross claims and the receipt of related reinsurance recoveries, gross claims payments are considered a principal demand in our liquidity planning. The occurrence of large loss events may require us to liquidate investments at times when market conditions are unfavorable, which could result in the realization of capital losses.
The principal sources of liquidity in our Specialty segment consist of premium receipts, collections of reinsurance recoverables, investment income and proceeds from the sale and redemption of investments.
We expect that the liquidity needs of the Specialty segment over the next 12 months will be met through cash flows generated from operating activities. However, due to a combination of market conditions, changes in investment yields and the nature of our business, which includes exposure to infrequent but potentially significant loss events, future cash flows from operating activities cannot be predicted with certainty and may fluctuate materially between individual quarters and years.
As of June 30, 2026, in our Specialty segment we held total cash, restricted cash and investments of approximately $2.5 billion. Our Specialty segment investment portfolio is primarily composed of cash, high‑grade fixed income securities and highly liquid money market funds, which we believe provide an appropriate level of liquidity to support our obligations as they come due.
Our Specialty business is written through the Lloyd’s market and each member of Lloyd’s is required to provide capital to Lloyd’s in the form of FAL, which is held in trust for the benefit of policyholders. FAL is intended primarily to provide additional resources if syndicate assets are insufficient to meet participating members’ underwriting liabilities. In addition, Lloyd’s central assets are available, at the discretion of the Council of Lloyd’s, to meet valid claims that cannot be met from the resources of any individual member.
As of June 30, 2026, Inigo had a $620 million letter of credit pledged as FAL and no amounts have been called upon to date.
For more information on Lloyd’s capital requirements, see “The amount of capital that we must hold to maintain our various capital requirements can vary significantly from time to time and the capital needed to maintain those requirements may not be available or may only be available on unfavorable terms” under “Item 1A. Risk Factors” in our 2025 Form 10-K.
### Ratings
Ratings independently assigned by third-party statistical rating organizations often are considered in assessing our credit strength and the financial strength of our primary insurance subsidiaries. Radian Group is currently assigned credit ratings, and Radian Guaranty and Syndicate 1301 are currently assigned financial strength ratings, each as set forth in the chart below, which are provided for informational purposes only and are subject to change. See “Potential downgrades by rating agencies to the current financial strength ratings assigned to Radian Guaranty and/or the credit ratings assigned to Radian Group could adversely affect the Company” under “Item 1A. Risk Factors” in our 2025 Form 10-K.
Ratings
Rated Entity Fitch (1) Moody’s (1) S&P (1)
Radian Group (2) BBB Baa3 BBB-
Radian Guaranty A A3 A-
Syndicate 1301 (3) AA- N/A AA-
(1)
Fitch Ratings (“Fitch”), Moody’s Investors Service (“Moody’s”) and S&P Global Ratings (“S&P”) each currently rate the outlook for both Radian Group and Radian Guaranty as Stable.
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(2)
Senior debt ratings.
(3)
All Lloyd’s syndicates, including Syndicate 1301, benefit from the financial strength ratings assigned to the Lloyd’s market, as policies written by Lloyd’s syndicates are ultimately supported by the market’s common security arrangements.
Critical Accounting Estimates
In preparing the financial statements in this report, management has used available information, including our past history, industry standards and the current and projected economic and housing environments, among other factors, in forming its estimates, assumptions and judgments, giving due consideration to materiality. Because the use of estimates is inherent in GAAP, actual results could differ from those estimates. In addition, other companies may use different estimates, which may impact comparability of our results of operations to those of companies in similar businesses.
As of the filing date of this report, there were no significant changes in our critical accounting estimates from those discussed in our 2025 Form 10-K, except as follows, which are critical accounting estimates introduced as a result of the acquisition of Inigo.
See Note 2 of Notes to Unaudited Condensed Consolidated Financial Statements for accounting pronouncements issued but not yet adopted that may impact the Company’s consolidated financial position, earnings, cash flows or disclosures.
### Reserves for Losses and LAE—Specialty
The measurement of the reserves for losses and LAE for our specialty insurance and reinsurance portfolio requires significant judgment and involves estimates and assumptions about future events that can have a material impact on the amounts recognized in the condensed consolidated financial statements. The reserves for losses and LAE include management’s estimate of the ultimate cost of settling all claims incurred but unpaid at the balance sheet date, whether reported or not, as well as related internal and external claims handling expenses.
Estimating the reserves for losses and LAE is inherently complex and subjective due to uncertainty regarding the frequency, severity and timing of claims payments. This complexity is particularly pronounced for IBNR, for which limited claims-specific information is available at the reporting date. As a result, considerable judgment is required in estimating the amount of loss associated with these claims.
The IBNR provision is estimated using actuarial projection techniques, which generally project from past experience the development of claims over time in view of the likely ultimate claims to be experienced and, for more recent underwriting years, taking into consideration variations in business accepted and the underlying terms and conditions. For more recent underwriting years, where historical data is less developed and greater volatility may exist, estimates may also incorporate output from pricing, rating and other underwriting models, as well as assessments of current underwriting and market conditions.
In establishing the reserve for losses and LAE, senior management evaluates the actuarial best estimate and regularly reviews the assumptions, methodologies and resulting estimates, including comparisons of actual claims experience to prior estimates, and adjusts the provision as necessary to reflect new information and emerging trends.
Due to the significant judgments involved, actual claims settlement costs may differ materially from amounts currently recorded.
### Premium Revenue Recognition—Specialty
For certain insurance contracts in our specialty insurance portfolio, premium revenue is initially recognized based on estimates of premiums that are not yet fully determinable at inception. The estimation of future premiums requires significant judgment and involves assumptions regarding future policy activity, exposure levels and claims experience. As a result, actual premiums ultimately earned may differ from amounts initially recorded, and such differences could be material to our financial results.
Estimated premium income is developed using a combination of underwriters’ best estimates, observable historical experience and other relevant data. These estimates reflect management’s assessment of expected future premium amounts based on the terms of the underlying insurance contracts and anticipated exposure to insurance risk. Premium estimates are
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### Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
reviewed regularly by underwriting personnel and are subject to oversight by actuarial and finance teams, who evaluate the reasonableness of the assumptions used and update estimates as additional experience and information becomes available.
Certain contracts include variable premium features under which the ultimate premium is contingent upon claims experience or other measures of insurance risk exposure. To the extent sufficient data is available to enable a reliable estimate, expected variable premiums are included in premium revenue based on actuarially supported estimates of future claims and exposure. These estimates are inherently uncertain and may be subject to volatility, particularly in periods of changing loss experience or economic conditions.
Management reassesses estimated premiums at each reporting date and records adjustments to premium revenue as estimates are updated to reflect actual experience and revised expectations. If future premium activity, claims experience or exposure differs materially from assumptions used in establishing estimated premiums, the timing and amount of premium revenue recognized could be materially impacted.
### Business Combinations
The accounting for business combinations requires significant judgment and the use of estimates, particularly in determining the fair value of assets acquired and liabilities assumed and in evaluating the recoverability of goodwill and other intangible assets. On February 2, 2026, we completed the acquisition of Inigo, which was accounted for using the acquisition method in accordance with the accounting standard regarding business combinations (ASC 805). As a result, the assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date.
Fair value measurements in a business combination involve the use of valuation techniques that require management to make assumptions about future events and market participant inputs, including projected premiums, claims, expenses, discount rates, attrition rates and expected cash flows. Significant judgment is required in estimating the fair value of identifiable intangible assets, including VOBA, broker relationships, Lloyd’s syndicate capacity and related rights, brand and technology, as well as in determining the amount of goodwill recognized.
The purchase price allocation for the Inigo acquisition, including the valuation of intangible assets and the recognition of goodwill, is preliminary and remains subject to adjustment during the measurement period, which may extend up to twelve months from the acquisition date. Changes to facts and circumstances, including additional information obtained during the measurement period, could result in adjustments to the fair values assigned to assets acquired and liabilities assumed, including goodwill, with a corresponding impact on future amortization expense and impairment assessments.
While management believes the assumptions and estimates used in the acquisition accounting are reasonable, actual results may differ from those estimates. Such differences could have a material impact on our condensed consolidated financial statements and results of operations in future periods. Additional information regarding the Inigo acquisition, including the preliminary purchase price allocation and significant valuation assumptions, is provided in Note 3 of Notes to Unaudited Condensed Consolidated Financial Statements.
### Income Taxes
The determination of the provision for income taxes requires significant judgment in the application of complex income tax laws and regulations across multiple jurisdictions.
The accounting for income taxes related to business combinations requires additional judgment. In connection with acquisitions, management is required to determine the appropriate tax treatment of the transaction, including whether certain tax elections are made that affect the tax basis of acquired assets and liabilities. These determinations impact the amount and timing of deferred tax assets and liabilities recognized at the acquisition date and in subsequent periods. Changes in assumptions related to the tax structure of an acquisition or the interpretation of applicable tax laws could result in changes to deferred tax balances and income tax expense.
We also evaluate uncertain tax positions and recognize liabilities when, based on Radian’s judgment, it is more likely than not that a tax position will not be sustained based on the technical merits of the position. The evaluation of uncertain tax positions requires judgment in the interpretation of tax laws and regulations and in assessing the relevant facts and circumstances. Changes in tax laws, business results or management’s assumptions and judgments could materially affect the provision for income taxes in future periods. Additional information regarding income taxes and uncertain tax positions is included in Note 3 and Note 10 of Notes to Unaudited Condensed Consolidated Financial Statements.
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## Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the potential for loss due to adverse changes in the value of financial instruments as a result of changes in market conditions. Examples of market risk include changes in interest rates, credit spreads, foreign currency exchange rates and equity prices. We regularly analyze our exposure to interest rate risk and credit spread risk and have determined that the fair value of our investments is materially exposed to changes in both interest rates and credit spreads. See “Our success depends, in part, on our ability to manage risks in our investment portfolio” under “Item 1A. Risk Factors” in our 2025 Form 10-K.
The completion of the Inigo acquisition on February 2, 2026, gave rise to new market risk exposures not previously existing for the Company related to foreign currency exchange rate risk and reinsurer credit risk; however, these incremental risks are not considered to be material to the Company as of June 30, 2026. Further, the acquisition added incremental market risk exposure already existing for the Company related to interest rate risk and credit spread risk, which are disclosed in our 2025 Form 10-K. As such, the acquisition did not result in a material change to the Company’s market risk disclosures as of June 30, 2026, from those set forth in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” of our 2025 Form 10-K.
## Item 4. Controls and Procedures
### Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and interim Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of June 30, 2026, pursuant to Rule 15d-15(b) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and interim Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
The Company completed its acquisition of Inigo on February 2, 2026. Management is in the process of integrating Inigo’s processes, systems and control activities into the Company’s framework for internal control over financial reporting. In accordance with SEC guidance, management expects to exclude Inigo’s internal control over financial reporting from its annual assessment of internal control over financial reporting for the year ending December 31, 2026.
### Changes in Internal Control Over Financial Reporting
Other than changes related to the ongoing internal control integration of Inigo described above, during the three-month period ended June 30, 2026, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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# PART II—OTHER INFORMATION
## Item 1. Legal Proceedings
We are routinely involved in a number of legal actions and proceedings, including reviews, audits, inquiries, information-gathering requests and investigations by various regulatory entities, as well as litigation and other disputes arising in the ordinary course of our business. See Note 13 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information regarding legal actions and proceedings.
## Item 1A. Risk Factors
There have been no material changes to our risk factors from those previously disclosed in our 2025 Form 10-K.
## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
### Unregistered Sales of Equity Securities
During the three months ended June 30, 2026, no equity securities of Radian Group were sold that were not registered under the Securities Act of 1933, as amended.
### Issuer Purchases of Equity Securities
The following table provides information about purchases of Radian Group common stock by us (and our affiliated purchasers) during the three months ended June 30, 2026.
**Share repurchases**
| ($ in thousands, except per-share amounts) | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchasedas Part of Publicly Announced Plansor Programs (2) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) |
| --- | --- | --- | --- | --- |
| Period | | | | |
| 4/1/2026 to 4/30/2026 | 1,891,760 | $34.27 | 1,889,312 | $748,025 |
| 5/1/2026 to 5/31/2026 | 637,472 | 36.30 | 166,253 | 742,279 |
| 6/1/2026 to 6/30/2026 | 176,813 | 34.10 | 175,477 | 736,298 |
| Total | 2,706,045 | | 2,231,042 | |
(1)
Includes 475,003 shares tendered by employees as payment of taxes withheld on the vesting of certain restricted stock awards granted under the Company’s equity compensation plans.
(2)
During the second quarter of 2026, Radian had two outstanding share repurchase authorizations in effect. In January 2023, Radian Group’s board of directors authorized the Company to spend up to $300 million, excluding commissions, to repurchase Radian Group common stock in the open market or in privately negotiated transactions, based on market and business conditions, stock price and other factors. In May 2024, Radian Group’s board of directors approved an extension of the duration of this authorization to June 2026, as well as an increase of $600 million in the authorization, bringing the total under this first authorization to repurchase shares up to $900 million, excluding commissions. In April 2026, purchase authority under this authorization was exhausted. In May 2025, Radian Group’s board of directors approved a second authorization for the Company to spend up to an additional $750 million, excluding commissions, to repurchase Radian Group common stock in the open market or in privately negotiated transactions, based on market and business conditions, stock price and other factors. Repurchases under the second authorization commenced in April 2026 after the first
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authorization was exhausted. As of June 30, 2026, purchase authority of up to $736 million remained available under the second authorization, which is scheduled to expire in December 2027.
### Limitations on Payment of Dividends
Radian Group is not subject to any legal or contractual limitations on its ability to pay dividends except as described below. The Company is subject to dividend limitations generally applicable to corporations that are incorporated in Delaware. In addition, pursuant to Radian Group’s revolving credit facility, Radian Group is permitted to pay dividends so long as no event of default exists and the Company is in pro forma compliance with the applicable financial covenants in the agreements on the date a dividend is declared. See Note 12 of Notes to Consolidated Financial Statements in our 2025 Form 10-K for additional details.
## Item 5. Other Information
### Disclosure in Lieu of Reporting on Current Report on Form 8-K
The following information is being provided in this report in lieu of filing such information on a Current Report on Form 8-K under Item 5.02, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 6, 2026, Radian Group’s board of directors adopted the Radian Group Inc. 2026 Inducement Grant Equity Plan, as amended as of August 6, 2026 (the “Inducement Plan”), which amends the Radian Group Inc. 2026 Inducement Grant Equity Plan to increase the maximum aggregate number of shares authorized for issuance under the Inducement Plan from 500,000 to 674,220. Under the Inducement Plan, the Company may grant equity-based awards to newly hired employees as a material inducement to employment in accordance with New York Stock Exchange Listed Company Manual Section 303A.08. As previously disclosed in the Company’s press release issued on June 3, 2026, effective on his employment date of June 1, 2026, the Company granted Michael Weinbach 150,000 time-based restricted stock units and 262,110 performance-based stock units under the Inducement Plan. The performance-based awards are subject to performance-based vesting conditions such that they may vest between 0% and 200% of the grant date number (up to a maximum of 524,220 shares). The additional 174,220 shares available under the amended Inducement Plan were added solely in the event that the previously-granted performance-based awards to Mr. Weinbach vest at the maximum level, and do not represent new awards under the Inducement Plan. As a result of the awards granted to Mr. Weinbach on June 1, 2026, no additional shares remain available for issuance of awards under the Inducement Plan.
The foregoing description of the Inducement Plan is qualified in its entirety by reference to the full text of the Inducement Plan, a copy of which is filed as Exhibit 10.11 and is incorporated by reference in this report.
### Insider Trading Arrangements
Except as described below, none of the directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the three months ended June 30, 2026.
Each of Rick Thornberry, Chief Executive Officer, Meghan Bartholomew, Senior Executive Vice President, and Steve Keleher, Senior Executive Vice President, entered into a Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in Company securities.
Mr. Thornberry entered into a trading plan on June 4, 2026, pursuant to which he may sell a maximum of 360,000 shares of the Company’s common stock. Sales pursuant to the trading plan will occur at prevailing market prices (subject to a price threshold) on set dates through the expiration of the plan on June 3, 2027, or the earlier completion of all sales under the plan.
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Ms. Bartholomew entered into a trading plan on June 3, 2026, pursuant to which she may sell up to a maximum aggregate number of 7,812 shares of the Company’s common stock, with sales occurring at prevailing market prices (subject to a price threshold) on set dates through the expiration of the plan on June 1, 2027, or the earlier completion of all sales under the plan.
Mr. Keleher entered into a trading plan on June 8, 2026, pursuant to which he may sell up to a maximum aggregate number of 10,000 shares of the Company’s common stock, with sales occurring at prevailing market prices (subject to a price threshold) on set dates through the expiration of the plan on June 4, 2027, or the earlier completion of all sales under the plan.
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## Item 6. Exhibits
| Exhibit Number | Exhibit |
| --- | --- |
| 2.1^ | Share Purchase Deed, dated September 18, 2025, by and among Radian US Holdings Inc., Radian Group, Inc., the A Share Sellers, the B Share Management Sellers and the Zedra Trust Company (Guernsey) Limited (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated September 18, 2025, and filed on September 18, 2025) |
| 2.2^ | Warranty Deed, dated September 18, 2025, by and among Radian US Holdings Inc. and the Management Warrantors (incorporated by reference to Exhibit 2.2 of the Registrant’s Current Report on Form 8- K (file no. 1-11356) dated September 18, 2025, and filed on September 18, 2025) |
| 10.1*+ | 2026 Performance-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry |
| 10.2*+ | 2026 Time-Based Restricted Stock Unit Grant Agreement under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry |
| 10.3+ | Form of Time-Based Restricted Stock Unit Inducement Grant Agreement under the Radian Group Inc. 2026 Inducement Grant Equity Plan, between Radian Group Inc. and Michael Weinbach (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 (file no. 333-296393) filed on June 1, 2026) |
| 10.4+ | Form of Performance-Based Restricted Stock Unit Inducement Grant Agreement (LTI book value with relative TSR modifier) under the Radian Group Inc. 2026 Inducement Grant Equity Plan, between Radian Group Inc. and Michael Weinbach (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 (file no. 333-296393) filed on June 1, 2026) |
| 10.5*+ | Form of Executive Officer 2026 Performance-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan |
| 10.6*+ | Form of Executive Officer 2026 Time-Based Restricted Stock Unit Grant Agreement under the Radian Group Inc. Equity Compensation Plan |
| 10.7*+ | Form of 2026 Non-Employee Director Restricted Stock Unit Grant Letter |
| 10.8+ | Radian Group Inc. 2026 Equity Compensation Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A (file no. 1-11356) filed on April 2, 2026, for the 2026 Annual Meeting of Stockholders) |
| 10.9+ | Radian Group Inc. 2026 Equity Compensation Plan; Radian Group Inc. Employee Stock Purchase Plan Sub-Plan for U.K. Employees (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 (file no. 333-296109) filed on May 21, 2026) |
| 10.10+ | Radian Group Inc. 2026 Inducement Grant Equity Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated May 21, 2026, and filed on May 21, 2026) |
| 10.11*+ | Radian Group Inc. 2026 Inducement Grant Equity Plan, as amended as of August 6, 2026 |
| 10.12*+ | Form of Restrictive Covenants Agreement by and between the Registrant and certain executive officers (including for Meghan Bartholomew, Mary Dickerson, Edward Hoffman, Steve Keleher, Dan Kobell, Robert Quigley and Richard Watson) |
| 10.13*+ | Form of Severance Agreement by and between the Registrant and certain executive officers (including for Meghan Bartholomew, Mary Dickerson, Edward Hoffman, Steve Keleher, Dan Kobell, Robert Quigley and Richard Watson) |
| 10.14+ | Employment Agreement, dated as of May 21, 2026, between Radian Group Inc. and Michael Weinbach (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated May 21, 2026, and filed on May 21, 2026) |
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| | |
| --- | --- |
| 10.15+ | Restrictive Covenants Agreement, dated as of May 21, 2026, between Radian Group Inc. and Michael Weinbach (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated May 21, 2026, and filed on May 21, 2026) |
| 10.16*+ | Amendment to Employment Agreement, dated as of May 21, 2026, between Radian Group Inc. and Richard G. Thornberry |
| 10.17*+ | Consulting Agreement between Radian Group Inc. and Richard G. Thornberry |
| 31* | Rule 13a - 14(a) Certifications |
| 32** | Section 1350 Certifications |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS) |
| * Filed herewith.** Furnished herewith.+ Management contract, compensatory plan or arrangement^ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally copies of any of the omitted schedules or exhibits to the Securities and Exchange Commission upon request. | |
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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 thereunto duly authorized.
Radian Group Inc.
Date: August 7, 2026 /s/ DANIEL KOBELL
Daniel Kobell
Senior Executive Vice President, Interim Chief Financial Officer
Date: August 7, 2026 /s/ ROBERT J. QUIGLEY
Robert J. Quigley
Senior Executive Vice President, Chief Accounting Officer
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---
## EX-10.1 2026 PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (BOOK VALUE
SEC source: [rdn-ex10_1.htm](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_1.htm)
EXHIBIT 10.1
RADIAN GROUP INC.
2026 EQUITY COMPENSATION PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT
(LTI BOOK VALUE WITH RELATIVE TSR MODIFIER)
TERMS AND CONDITIONS
These Terms and Conditions (“Terms and Conditions”) are part of the Performance-Based Restricted Stock Unit Grant made as of May 21, 2026 (the “Grant Date”), by Radian Group Inc., a Delaware corporation (“Radian,” together with its Subsidiaries, the “Company”), to Richard G. Thornberry, an employee of the Company (the “Grantee”).
RECITALS
WHEREAS, the Radian Group Inc. 2026 Equity Compensation Plan (the “Plan”) permits the grant of Restricted Stock Units in accordance with the terms and provisions of the Plan;
WHEREAS, Radian desires to grant Restricted Stock Units to the Grantee, and the Grantee desires to accept such Restricted Stock Units, on the terms and conditions set forth herein and in the Plan;
WHEREAS, the Restricted Stock Units granted pursuant to these Terms and Conditions shall vest based on the attainment of LTI Performance (as defined below) and continued employment; and
WHEREAS, the applicable provisions of the Plan are incorporated into these Terms and Conditions by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Grant of Performance-Based Restricted Stock Units. Radian hereby awards to the Grantee #QuantityGranted# Restricted Stock Units (hereinafter, the “Target Award”), subject to the vesting and other conditions of these Terms and Conditions. Payment of the Restricted Stock Units will be based on performance against the metrics set forth in Schedule A (the “LTI Performance”) and, except as otherwise provided herein, continued employment.
2. Vesting.
(a) General Vesting Terms. Except as set forth in Sections 2(d) and 2(e) below, the Grantee shall vest in a number of Restricted Stock Units with respect to the Target Award based on the LTI Performance as of the end of the performance period, provided that, except as set forth in Sections 2(b) and 2(c) below, the Grantee remains employed by the Company or an Affiliate through May 25, 2029 (the “Vesting Date”). The performance period is the period beginning on April 1, 2026 and ending on March 31, 2029 (the “Performance Period”). Except
as specifically provided below in this Section 2, no Restricted Stock Units will vest for any reason prior to the Vesting Date, and in the event of a termination of the Grantee’s employment prior to the Vesting Date, the Grantee will forfeit to Radian all Restricted Stock Units that have not yet vested as of the termination date. Except as provided in Sections 2(d) and 2(e) below, any Restricted Stock Units that have not vested at the end of the Performance Period will be immediately forfeited.
(b) Retirement.
(i) If the Grantee terminates employment prior to the Vesting Date on account of the Grantee’s Retirement, the Grantee will not forfeit the Restricted Stock Units upon Retirement, and the Restricted Stock Units will vest on the Vesting Date based on the LTI Performance through the end of the Performance Period, except as provided in Sections 2(d) and 2(e) below.
(ii) For purposes of these Terms and Conditions, “Retirement” shall mean the Grantee’s separation from service from the Company or an Affiliate, other than on account of Cause (as defined below), death or Disability (as defined below), (A) following the Grantee’s attainment of age 65 and completion of five years of service with the Company or an Affiliate, or (B) following the Grantee’s attainment of age 55 and completion of 10 years of service with the Company or an Affiliate.
(iii) For purposes of these Terms and Conditions, “Cause” shall have the meaning ascribed to the term in the Amended and Restated Employment Agreement between the Grantee and the Company, effective as of July 1, 2023, and amended as of May 21, 2026 (the “Employment Agreement”).
(c) Involuntary Termination.
(i) Except as provided in Sections 2(d) and 2(e) below, if the Grantee incurs an Involuntary Termination during the period beginning six months after the Grant Date and ending six months prior to the Vesting Date, then on the Vesting Date the Grantee will vest in a number of Restricted Stock Units with respect to the Pro-Rata Target Award (as defined below), based on the LTI Performance through the end of the Performance Period. For purposes of these Terms and Conditions, “Pro-Rata Target Award” shall mean a pro-rated portion of the Restricted Stock Units, which shall be determined by multiplying the number of Restricted Stock Units in the Target Award by a fraction, the numerator of which is the number of months that elapsed during the period beginning on the Grant Date and ending on the Grantee’s termination date (with a partial month counting as a whole month for this purpose), and the denominator of which is 36. Except as provided in Sections 2(d) and 2(e) below, if the Grantee incurs an Involuntary Termination during the six-month period following the Grant Date, the Grantee’s Restricted Stock Units will be forfeited.
(ii) Except as provided in Sections 2(d) and 2(e) below, if the Grantee incurs an Involuntary Termination during the six-month period immediately prior to the Vesting Date, the Grantee’s Restricted Stock Units will vest on the Vesting Date without proration, based on the LTI Performance through the end of the Performance Period.
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(iii) For purposes of these Terms and Conditions, the term “Involuntary Termination” shall mean the Grantee’s separation from service from the Company or an Affiliate on account of a termination by the Company without Cause, other than on account of Retirement, death or Disability; provided the Grantee signs and does not revoke a separation agreement containing a release and waiver of claims in favor of the Company and its Affiliates in a form provided by the Company (“Release”). A termination by the Grantee for Good Reason under the Grantee’s executive severance agreement shall be deemed to be an Involuntary Termination. For purposes of these Terms and Conditions, “Good Reason” shall have the meaning assigned to it in the Employment Agreement.
(d) Death or Disability. In the event of the Grantee’s death or Disability while employed by the Company or an Affiliate prior to the Vesting Date, the Grantee’s Restricted Stock Units will automatically vest at the Target Award level (or, if a Change of Control has occurred, at the CoC Performance Level (as described in Section 6 of Schedule A)) on the date of the Grantee’s death or Disability, as applicable. If, following the Grantee’s termination of employment due to Retirement, or due to Involuntary Termination after the six month period following the Grant Date, the Grantee dies prior to the Vesting Date, the Grantee’s Restricted Stock Units will automatically vest at the Target Award level (or, if a Change of Control has occurred, at the CoC Performance Level) on the date of the Grantee’s death; provided that if the termination of employment was due to Involuntary Termination during the period beginning six months after the Grant Date and ending six months prior to the Vesting Date, the Grantee’s Restricted Stock Units will automatically vest at the Pro-Rata Target Award level (or, if a Change of Control has occurred, the Pro-Rata Target Award will vest at the CoC Performance Level) on the date of the Grantee’s death. For purposes of these Terms and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the Vesting Date, the award will be forfeited.
(e) Change of Control.
(i) If a Change of Control occurs prior to the Vesting Date, the Restricted Stock Units will vest at the CoC Performance Level on the Vesting Date, provided that, except as set forth in subsections (ii) and (iii) below, the Grantee remains employed by the Company or an Affiliate through the Vesting Date.
(ii) If, prior to the Vesting Date, a Change of Control occurs and the Grantee’s employment is terminated by the Company or an Affiliate without Cause (other than on account of Disability or death), or the Grantee terminates employment for Good Reason, and the Grantee’s date of termination of employment (or in the event of the Grantee’s termination for Good Reason, the event giving rise to Good Reason) occurs during the period beginning on the
3
date that is 90 days before the Change of Control and ending on the date that is one year following the Change of Control, the unvested Restricted Stock Units will automatically vest at the CoC Performance Level as of the Grantee’s date of termination of employment (or, if later, on the date of the Change of Control). If the Grantee’s employment terminates on account of an Involuntary Termination as described in Section 2(c) (other than an Involuntary Termination within six months following the Grant Date) more than 90 days before the Change of Control, and a Change of Control subsequently occurs prior to the Vesting Date, then on the date of the Change of Control, the Grantee will vest in a Pro-Rata Target Award based on performance at the CoC Performance Level on the date of the Change of Control; provided that if Section 2(c)(ii) applies, the Grantee will vest in the Restricted Stock Units at the CoC Performance Level and no pro-ration will apply.
(iii) If the Grantee’s employment terminates on account of Retirement before a Change of Control, and a Change of Control subsequently occurs prior to the Vesting Date, the outstanding Restricted Stock Units will vest on the date of the Change of Control at the CoC Performance Level. If the Grantee’s employment terminates on account of Retirement on or after a Change of Control, the Restricted Stock Units will vest at the CoC Performance Level on the Grantee’s Retirement date.
(f) Cause. Notwithstanding anything in these Terms and Conditions to the contrary, in the event the Grantee’s employment is terminated by the Company or an Affiliate for Cause, all outstanding Restricted Stock Units held by the Grantee shall immediately terminate and be of no further force or effect.
(g) Other Termination. Except as provided in Sections 2(b), 2(c), 2(d) and 2(e), in the event of a termination of employment, the Grantee will forfeit all unvested Restricted Stock Units. Except as provided in Section 2(b), 2(c) or 2(e), no Restricted Stock Units will vest after the Grantee’s employment with the Company or an Affiliate has terminated for any reason.
3. Restricted Stock Units Account.
Radian shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.
4. Dividend Equivalents.
Dividend equivalents shall accrue with respect to the Grantee’s Restricted Stock Units and shall be payable after vesting of the underlying Restricted Stock Units, as described below. Dividend equivalents shall be credited on the Restricted Stock Units as of the dividend record date with respect to shares of Common Stock from the Grant Date until the payment date for the Restricted Stock Units. Radian will keep records of dividend equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Accrued dividend equivalents on vested Restricted Stock Units shall be paid in cash within 90 days after the Vesting Date or, if earlier, on the payment date for the Restricted Stock Units under Section 5(b). Any dividend equivalents that accrue with respect to vested Restricted Stock Units during the period after the Vesting Date and before the date on which the Restricted Stock Units are paid as described in Section 5 shall be paid in cash upon the payment date for the
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applicable dividend on shares of Common Stock. If and to the extent that the underlying Restricted Stock Units are forfeited, all related dividend equivalents shall also be forfeited. For the avoidance of doubt, if the Grantee elects to defer payment of the Restricted Stock Units under a Company deferred compensation plan, the payment date for accrued dividend equivalents will be determined based on the terms of the applicable deferred compensation plan.
5. Settlement of Restricted Stock Units.
(a) Except as otherwise provided in this Section 5, if the Restricted Stock Units vest in accordance with these Terms and Conditions, the Grantee shall be entitled to receive payment of the vested Restricted Stock Units within 90 days after the one-year anniversary of the Vesting Date (the one-year anniversary of the Vesting Date is referred to as the “Distribution Date”).
(b) The vested Restricted Stock Units shall be paid earlier than the Distribution Date in the following circumstances:
(i) If (A) the Restricted Stock Units vest in accordance with Section 2(d) (the Grantee’s death or Disability), or (B) the Grantee dies or incurs a Disability after the Vesting Date but before the Distribution Date, the vested Restricted Stock Units shall be paid within 90 days after the date of the Grantee’s death or Disability, as applicable.
(ii) If the Grantee’s employment terminates in accordance with Section 2(e)(ii) or 2(e)(iii) and a Change of Control subsequently occurs before the Distribution Date, the vested Restricted Stock Units shall be paid within 90 days after the date of the Change of Control.
(iii) If the Grantee’s employment terminates in accordance with Section 2(e)(ii) or 2(e)(iii) upon or after a Change of Control that occurs before the Distribution Date, the vested Restricted Stock Units shall be paid within 90 days after the Grantee’s separation from service with the Company or an Affiliate.
(iv) Notwithstanding subsections (ii) and (iii), if the Change of Control is not a “change in control event” under section 409A of the Code, and if required by section 409A of the Code, payment will not be made on the dates described in subsections (ii) and (iii) and, instead, will be made within 90 days after the Distribution Date. In addition, if required by section 409A of the Code, if the separation from service described in subsection (iii) does not occur within two years after a Change of Control that is a “change in control event” under section 409A of the Code, payment will instead be made within 90 days after the Distribution Date.
(c) On the applicable payment date, each vested Restricted Stock Unit credited to the Grantee’s account shall be settled in whole shares of Common Stock equal to the number of vested Restricted Stock Units, subject to (i) the limitation of subsection (d) below, (ii) compliance with the six-month delay described in Section 18 below, if applicable, and (iii) the payment of any federal, state, local or foreign withholding taxes as described in Section 13 below, and subject to compliance with the Restrictive Covenants (as defined in Section 7(a) below). The obligation of Radian to distribute shares of Common Stock shall be subject to the rights of Radian as set forth in the Plan and to all applicable laws, rules, regulations, and such
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approvals by governmental agencies as may be deemed appropriate by the Committee, including as set forth in Section 16 below.
(d) For the avoidance of doubt, the Grantee will forfeit all Restricted Stock Units if the Grantee’s employment is terminated for Cause prior to the Distribution Date or other applicable payment date under this Section 5.
(e) Notwithstanding the foregoing, if the Grantee elects to defer payment of the Restricted Stock Units under the Company’s applicable deferred compensation plan, payment shall be made in the form and at the time specified under such plan.
6. Certain Corporate Changes.
If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under these Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee, the maximum number of shares for which the Restricted Stock Units may vest, the share price or class of Common Stock for purposes of the applicable performance goals, in each case, as appropriate to reflect the effect of such event or change in Radian’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 6 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.
7. Restrictive Covenants.
(a) The Grantee acknowledges and agrees that, in consideration for the grant of the Restricted Stock Units, the Grantee remains subject to the non-competition, non-solicitation, confidentiality, inventions assignment, and non-disparagement provisions to the extent described in (including incorporated by reference into) Section 14 of the Employment Agreement, the Restrictive Covenants Agreement dated February 8, 2017 between the Grantee and the Company, Radian’s Code of Conduct and Ethics, the Company’s employment policies, and any other written agreements between the Company and the Grantee (collectively, the “Restrictive Covenants”).
(b) The Grantee acknowledges and agrees that in the event the Grantee breaches any of the Restrictive Covenants or the Grantee’s employment is terminated by the Company or an Affiliate for Cause, including a determination by the Committee that the Grantee has engaged in any activity, at any time, that would be grounds for termination of the Grantee’s employment for Cause:
(i) The Committee may in its discretion determine that the Grantee shall forfeit the outstanding Restricted Stock Units (without regard to whether the Restricted Stock Units have vested, except as to the vested shares where forfeiture of vested shares is expressly prohibited by law), and the outstanding Restricted Stock Units shall immediately terminate, and
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(ii) The Committee may in its discretion require the Grantee to return to Radian any shares of Common Stock received in settlement of the Restricted Stock Units; provided, that if the Grantee has disposed of any shares of Common Stock received upon settlement of the Restricted Stock Units, then the Committee may require the Grantee to pay to Radian, in cash, the Fair Market Value of such shares of Common Stock as of the date of disposition. The Committee shall exercise the right of recoupment provided in this subsection (b)(ii) within (x) 180 days after the Committee’s discovery of the Grantee’s breach of any of the Restrictive Covenants or (y) within 180 days after the later of (A) the Grantee’s termination of employment by the Company or an Affiliate for Cause, or (B) the Committee’s discovery of circumstances that, if known to the Committee, would have been grounds for termination for Cause; provided, however, that this right of recoupment shall not limit the Board’s recoupment authority under any applicable clawback or recoupment policy of the Company.
8. No Stockholder Rights.
The Grantee has no voting rights and no other ownership rights and privileges of a stockholder with respect to the shares of Common Stock subject to the Restricted Stock Units, except as otherwise provided in Section 4.
9. Retention Rights.
Neither the award of Restricted Stock Units, nor any other action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the employment or service of the Company or an Affiliate or shall interfere in any way with the right of the Company or an Affiliate to terminate Grantee’s employment or service at any time.
10. Cancellation or Amendment.
This award may be canceled or amended by the Committee, in whole or in part, in accordance with the applicable terms of the Plan.
11. Notice.
Any notice to the Company provided for in these Terms and Conditions shall be addressed to it in care of the Corporate Secretary of Radian, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087, and any notice to the Grantee shall be addressed to the Grantee at the current address shown on the payroll system of the Company or an Affiliate, or to such other address as the Grantee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or electronic mail, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage and registry fee prepaid in the United States mail, or other mail delivery service. Notice to the Company shall be deemed effective upon receipt. By receipt of these Terms and Conditions, the Grantee hereby consents to the delivery of information (including without limitation, information required to be delivered to the Grantee pursuant to the applicable securities laws) regarding the Company, the Plan, and the Restricted Stock Units via the Company’s electronic mail system or other electronic delivery system.
12. Incorporation of Plan by Reference.
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These Terms and Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Restricted Stock Units awarded under these Terms and Conditions constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, these Terms and Conditions, and/or the Restricted Stock Units shall be final and binding on the Grantee, the Grantee’s beneficiaries, and any other person having or claiming an interest in such Restricted Stock Units. The settlement of any award with respect to Restricted Stock Units is subject to the provisions of the Plan and to interpretations, regulations, and determinations concerning the Plan as established from time to time by the Committee in accordance with the provisions of the Plan. A copy of the Plan will be furnished to the Grantee upon request. Additional copies may be obtained from the Corporate Secretary of Radian, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087.
13. Income Taxes; Withholding Taxes.
The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the Restricted Stock Units pursuant to these Terms and Conditions. At the time of taxation, the Company shall have the right to deduct from other compensation or from amounts payable with respect to the Restricted Stock Units, including by withholding shares of Common Stock to satisfy the federal (including FICA), state, local and foreign income and payroll tax withholding obligation on amounts payable in shares, in accordance with procedures authorized by the Committee and established by the Company.
14. Governing Law.
The validity, construction, interpretation, and effect of this instrument shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.
15. Advice to Consult Counsel.
The Company advises the Grantee to consult with an attorney before signing these Terms and Conditions. The Grantee represents and warrants that the Grantee has obtained independent legal advice from an attorney of the Grantee’s own choice with respect to these Terms and Conditions and the Restrictive Covenants or the Grantee has knowingly and voluntarily chosen not to do so.
16. Grant Subject to Applicable Laws and Company Policies.
These Terms and Conditions shall be subject to any required approvals by any governmental or regulatory agencies. This award of Restricted Stock Units shall also be subject to any applicable clawback or recoupment policies, share trading policies, and other policies of the Company from time to time in accordance with applicable law. Notwithstanding anything in these Terms and Conditions to the contrary, the Plan, these Terms and Conditions, and the Restricted Stock Units awarded hereunder shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of
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the Company’s participation in any governmental programs, and the Committee reserves the right to modify these Terms and Conditions and the Restricted Stock Units as necessary to conform to any restrictions imposed by any such laws, regulations, restrictions, or governmental guidance or to conform to any applicable clawback or recoupment policies, share trading policies, and other policies of the Company. As a condition of participating in the Plan, and by the Grantee’s acceptance of the Restricted Stock Units, the Grantee is deemed to have agreed to any such modifications that may be imposed by the Committee, and agrees to sign such waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such modifications.
17. Assignment.
These Terms and Conditions shall bind and inure to the benefit of the successors and assignees of Radian. The Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the Restricted Stock Units, except to a Successor Grantee in the event of the Grantee’s death.
18. Section 409A.
This award of Restricted Stock Units is intended to be exempt from or comply with the applicable requirements of section 409A of the Code and shall be administered in accordance with section 409A of the Code. Notwithstanding anything in these Terms and Conditions to the contrary, if the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and the Restricted Stock Units become vested and settled upon the Grantee’s termination of employment, payment with respect to the Restricted Stock Units shall be delayed for a period of six months after the Grantee’s termination of employment if the Grantee is a “specified employee” as defined under section 409A of the Code (as determined by the Committee) and if required pursuant to section 409A of the Code. If payment is delayed, the shares of Common Stock shall be distributed within 30 days of the date that is the six-month anniversary of the Grantee’s termination of employment. If the Grantee dies during the six-month delay, the shares shall be distributed in accordance with the Grantee’s will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Restricted Stock Units may only be made in a manner and upon an event permitted by section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under section 409A of the Code. To the extent that any provision of these Terms and Conditions would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Restricted Stock Units to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. If the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and payment is subject to the execution of a Release, and if payment with respect to the Restricted Stock Units that is subject to the execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.
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IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed the Grantee’s signature hereon, effective as of the Grant Date set forth above.
RADIAN GROUP INC.
By: /s/ Mary Dickerson
Name: Mary Dickerson
Title: Senior Executive Vice President, Chief People and Operating Officer
By electronically acknowledging and accepting this award of Restricted Stock Units following the date of the Company’s electronic notification to the Grantee, the Grantee (a) acknowledges receipt of the Plan incorporated herein, (b) acknowledges that the Grantee has read the Award Summary delivered in connection with this grant of Restricted Stock Units and these Terms and Conditions and understands the terms and conditions of them, (c) accepts the award of the Restricted Stock Units described in these Terms and Conditions, (d) agrees to be bound by the terms of the Plan and these Terms and Conditions, and (e) agrees that all decisions and determinations of the Committee with respect to the Restricted Stock Units shall be final and binding.
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Schedule A
LTI Performance
Except as set forth in Section 6 below, vesting of the Restricted Stock Units will be based on the following performance results: (i) Radian’s cumulative growth in LTI Book Value per Share (as defined below) and (ii) Radian’s Relative TSR Performance (as defined below), in each case over the Performance Period beginning on April 1, 2026 and ending on March 31, 2029.
1. LTI Book Value per Share.
(a) The BV Payout Percentage will be determined based on how Radian’s cumulative growth in LTI Book Value per Share (as defined below) compares to the following reference points over the Performance Period:
| Cumulative Growth in LTI Book Value per Share | BV Payout Percentage(1)(Percentage of Target Award) |
| --- | --- |
| Maximum (³50%) | 200% |
| Target (35%) | 100% |
| Threshold (≤20%) | 0% |
(1) If Radian’s cumulative growth in LTI Book Value per Share falls between two referenced percentages, the BV Payout Percentage will be interpolated.
Cumulative growth in LTI Book Value per Share will be calculated by dividing the LTI Book Value per Share on the last day of the Performance Period (or the projected LTI Book Value per Share in the case of a Change of Control, as described below), by the LTI Book Value per Share on the first day of the Performance Period, expressed as a percentage, minus 100%. LTI Book Value per share shall be measured to the second decimal point. The LTI Book Value per Share at the beginning of the Performance Period (i.e., April 1, 2026) was $37.61. The resulting BV Payout Percentage (including any interpolated result) shall be rounded to the nearest whole percentage using traditional rounding principles (i.e., fractions of 0.50% and above shall be rounded up and fractions below 0.50% shall be rounded down). If Radian’s cumulative growth in LTI Book Value per Share is less than or equal to 20%, the BV Payout Percentage will be zero.
(b) Radian’s “LTI Book Value per Share” is defined as: (i) Book Value adjusted to exclude (A) Accumulated Other Comprehensive Income and (B) the impact, if any, during the Performance Period (or through the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs or the date of the Change of Control if the Change of Control occurs on the last day of a fiscal quarter, if applicable) from declared dividends on common shares and dividend equivalents on outstanding equity awards, divided by (ii) the basic shares of Common Stock outstanding as of the applicable measurement date. The LTI Book Value per Share shall be derived from Radian’s financial statements, prepared in accordance with GAAP, and the adjustments described above.
2. Calculation of TSR. At the end of the Performance Period, the cumulative three-year TSR for Radian over the Performance Period (the “Company Absolute TSR”) and for each company in the TSR Comparator Group (as defined below) over the Performance Period shall be calculated by dividing the Closing Average Share Value (as defined below) by the Opening Average Share Value (as defined below). The companies in the TSR Comparator Group will be determined on the first day of the Performance Period for purposes of the TSR calculation and will be changed only in accordance with subsection (d) below. No company shall be added to the TSR Comparator Group during the Performance Period for purposes of the TSR calculation.
(a) The term “Closing Average Share Value” means the average value of the common stock, including Accumulated Shares, for the 20 trading days ending on the last day of the Performance Period (i.e., the 20 trading days ending on and including March 31, 2029), which shall be calculated as follows: (i) determine the closing price of the common stock on each trading date during the 20-day period, (ii) multiply each closing price by the Accumulated Shares as of that trading date, and (iii) average the amounts so determined for the 20-day period.
(b) The term “Opening Average Share Value” means the average value of the common stock, including Accumulated Shares, for the 20 trading days ending on the day immediately prior to the first day of the Performance Period (i.e., the 20 trading days ending immediately prior to April 1, 2026), which shall be calculated as follows: (i) determine the closing price of the common stock on each trading day during the 20-day period, (ii) multiply each closing price by the Accumulated Shares as of that trading date, and (ii) average the amounts so determined for the 20-day period. The Opening Average Share Value is $33.13.
(c) The term “Accumulated Shares” means, for a given trading day, the sum of (i) one share and (ii) a cumulative number of shares of the company’s common stock purchased with dividends declared on a company’s common stock, assuming same day reinvestment of the dividends in the common stock of a company at the closing price on the ex-dividend date. The calculations under this Schedule A shall include ex-dividend dates between and including March 4, 2026 and the trading day.
(d) The term “TSR Comparator Group” means the companies in the S&P SmallCap 600 Financials index as of April 1, 2026 and will be subject to change as follows:
(i) In the event of a merger, acquisition or business combination transaction of a company in the TSR Comparator Group in which the company in the TSR Comparator Group is the surviving entity and remains publicly traded, the surviving entity shall remain a company in the TSR Comparator Group. Any entity involved in the transaction that is not the surviving company shall no longer be a company in the TSR Comparator Group.
(ii) In the event of a merger, acquisition or business combination transaction of a company in the TSR Comparator Group, a “going private” transaction or other event involving a company in the TSR Comparator Group or the liquidation of a company in the TSR Comparator Group, in each case where the company in the TSR Comparator Group is not the surviving entity or is no longer publicly traded, the company shall no longer be a company in the TSR Comparator Group.
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(iii) Notwithstanding the foregoing, in the event of a bankruptcy of a company in the TSR Comparator Group where the company in the TSR Comparator Group is not publicly traded at the end of the Performance Period, such company shall remain a company in the TSR Comparator Group but shall be deemed to have a TSR of negative 100% (-100%).
3. Relative TSR Modifier. The results of the BV Payout Percentage, as described in Section 1 above, shall be modified by a Relative TSR Modifier (as defined below) to determine the actual number of Restricted Stock Units that vest. If the Relative TSR Modifier is zero, the Final Payout Percentage (as defined below) will be the BV Payout Percentage determined under Section 1 above.
(a) A “Relative TSR Modifier” shall be determined based on the percentile ranking of the Radian Absolute TSR as compared to the TSR for each company in the TSR Comparator Group over the Performance Period (the “Relative TSR Performance”), calculated as shown in the following table:
| Relative TSR Performance(1) | Relative TSR Modifier(2) |
| --- | --- |
| ≥ 90th percentile | +25% |
| 25th – 74th percentile | No modifier |
| ≤ 10th percentile | -25% |
(1) The Relative TSR Performance percentile shall be measured to the second decimal point.
(2) Straight-line interpolation will apply to performance levels between the performance levels shown in the table. The resulting Relative TSR Modifier (including any interpolated result) shall be rounded to the nearest whole percentage using traditional rounding principles (i.e., fractions of 0.50% and above shall be rounded up and fractions below 0.50% shall be rounded down).
(b) The Relative TSR Modifier shall be applied to increase or decrease the BV Payout Percentage by the applicable percentage (positive or negative) shown above, or it may have no effect on the BV Payout Percentage as shown in the table above.
(c) Notwithstanding the foregoing, if the Radian Absolute TSR for the Performance Period is negative, the Relative TSR Modifier will not exceed the “no modifier” level.
4. Final Payout Percentage. The actual number of Restricted Stock Units that vest with respect to the Performance Period (“Final Payout Percentage”) shall be determined by multiplying the Target Award by the BV Payout Percentage after adjustment by the Relative TSR Modifier and, if applicable, the Company Absolute TSR cap described in Section 3(c) above. In no event shall the maximum number of Restricted Stock Units that may be payable pursuant to these Terms and Conditions exceed 200% of the Target Award.
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5. General Vesting Terms. Any fractional Restricted Stock Unit resulting from the vesting of the Restricted Stock Units in accordance with these Terms and Conditions shall be rounded down to the nearest whole number. Any portion of the Restricted Stock Units that does not vest as of the end of the Performance Period shall be forfeited as of the end of the Performance Period.
6. Change of Control Vesting. If a Change of Control occurs prior to the end of the Performance Period, the Committee will calculate the “CoC Performance Level,” based on (a) Radian’s projected LTI Book Value per Share through the end of the Performance Period, projected as of the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs or the date of the Change of Control if the Change of Control occurs on the last day of a fiscal quarter, (b) the Relative TSR Modifier determined using a Closing Average Share Value calculated as if the Performance Period ended as of the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs or the date of the Change of Control if the Change of Control occurs on the last day of a fiscal quarter, and (c) the Radian Absolute TSR determined using a Closing Average Share Value calculated as if the Performance Period ended as of the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs or the date of the Change of Control if the Change of Control occurs on the last day of a fiscal quarter, in each case as determined in the sole discretion of the Committee. If a Change of Control occurs after the end of the Performance Period and before the Vesting Date, the CoC Performance Level will be calculated based on LTI Performance through the end of the Performance Period. Any Restricted Stock Units that do not vest at the CoC Performance Level shall be forfeited as of the date of the Change of Control.
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## EX-10.2 2026 TIME-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (BOOK VALUE) UNDER
SEC source: [rdn-ex10_2.htm](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_2.htm)
EXHIBIT 10.2
RADIAN GROUP INC.
2026 EQUITY COMPENSATION PLAN
RESTRICTED STOCK UNIT GRANT
TERMS AND CONDITIONS
These Terms and Conditions (“Terms and Conditions”) are part of the Restricted Stock Unit Grant made as of May 21, 2026 (the “Grant Date”), by Radian Group Inc., a Delaware corporation (“Radian,” together with its Subsidiaries, the “Company”), to Richard Thornberry, an employee of the Company (the “Grantee”).
RECITALS
WHEREAS, the Radian Group Inc. 2026 Equity Compensation Plan (the “Plan”) permits the grant of Restricted Stock Units in accordance with the terms and provisions of the Plan;
WHEREAS, Radian desires to grant Restricted Stock Units to the Grantee, and the Grantee desires to accept such Restricted Stock Units, on the terms and conditions set forth herein and in the Plan; and
WHEREAS, the applicable provisions of the Plan are incorporated into these Terms and Conditions by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Grant of Restricted Stock Units.
Radian hereby awards to the Grantee #QuantityGranted# Restricted Stock Units (hereinafter, the “Restricted Stock Units”), subject to the vesting and other conditions of these Terms and Conditions.
2. Vesting.
(a) General Vesting Terms. Provided the Grantee remains employed by the Company or an Affiliate through the applicable vesting date set forth in this Section 2 (the “Vesting Date”) and meets all applicable requirements set forth in these Terms and Conditions, the Restricted Stock Units awarded under these Terms and Conditions shall vest in three substantially equal installments on each of May 25, 2027, May 25, 2028, and May 25, 2029, except as set forth in Sections 2(b), 2(c), 2(d) and 2(e) below (the period over which the Restricted Stock Units vest is referred to as the “Restriction Period”).
(b) Retirement.
(i) If the Grantee terminates employment during the Restriction Period because of the Grantee’s Retirement, the Grantee’s Restricted Stock Units will automatically vest in full on the date of such termination of employment.
(ii) For purposes of these Terms and Conditions, “Retirement” shall mean the Grantee’s separation from service without Cause, other than on account of death or Disability (as defined below), (A) following the Grantee’s attainment of age 65 and completion of five years of service with the Company or an Affiliate, or (B) following the Grantee’s attainment of age 55 and completion of 10 years of service with the Company or an Affiliate.
(iii) For purposes of these Terms and Conditions, “Cause” shall have the meaning ascribed to the term in the Amended and Restated Employment Agreement between the Grantee and the Company, effective as of July 1, 2023, and amended as of May 21, 2026 (the “Employment Agreement”).
(c) Involuntary Termination.
(i) Except as set forth in Section 2(e) below, if the Grantee terminates employment on or before the first Vesting Date because of an Involuntary Termination, one-third of the Grantee’s Restricted Stock Units will automatically vest on the date of such termination of employment and the remaining unvested Restricted Stock Units shall be immediately forfeited. If the Grantee terminates employment during the Restriction Period and after the first Vesting Date because of an Involuntary Termination, the Grantee’s Restricted Stock Units will automatically vest in full on the date of such termination of employment.
(ii) For purposes of these Terms and Conditions, the term “Involuntary Termination” shall mean the Grantee’s separation from service from the Company or an Affiliate on account of a termination by the Company or an Affiliate without Cause, other than on account of Retirement, death or Disability; provided the Grantee signs and does not revoke a separation agreement containing a release and waiver of claims in favor of the Company and its Affiliates in a form provided by the Company (“Release”). A termination by the Grantee for Good Reason under the Grantee’s executive severance agreement shall be deemed to be an Involuntary Termination. For purposes of these Terms and Conditions, “Good Reason” shall have the meaning assigned to it in the Employment Agreement.
(d) Death or Disability. In the event of the Grantee’s death or Disability while employed by the Company or an Affiliate during the Restriction Period, the Grantee’s Restricted Stock Units will automatically vest in full on the date of the Grantee’s death or Disability, as applicable. For purposes of these Terms and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the first Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability
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benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.
(e) Change of Control.
(i) Notwithstanding the foregoing, if, during the Restriction Period, a Change of Control occurs and the Grantee’s employment with the Company or an Affiliate is terminated by the Company or an Affiliate without Cause (other than on account of death or Disability), or the Grantee terminates employment for Good Reason, and the Grantee’s date of termination of employment (or in the event of the Grantee’s termination for Good Reason, the event giving rise to Good Reason) occurs during the period beginning on the date that is 90 days before the Change of Control and ending on the date that is one year following the Change of Control, the unvested Restricted Stock Units will automatically vest as of the Grantee’s date of termination of employment (or, if later, on the date of the Change of Control).
(f) Other Termination. Except as provided in Sections 2(b), 2(c), 2(d) and 2(e), in the event of a termination of employment, the Grantee will forfeit all Restricted Stock Units that do not vest either before the termination date or on the termination date associated with such termination. Except as provided in Section 2(e), no Restricted Stock Units will vest after the Grantee’s employment with the Company or an Affiliate has terminated for any reason. For clarification purposes, in the event the Grantee’s employment is terminated by the Company or an Affiliate for Cause, the outstanding Restricted Stock Units held by the Grantee shall immediately terminate and be of no further force or effect.
3. Restricted Stock Units Account.
Radian shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.
4. Dividend Equivalents.
Dividend equivalents shall accrue with respect to the Grantee’s Restricted Stock Units and shall be payable subject to the same vesting terms and other conditions as the Restricted Stock Units to which they relate. Dividend equivalents shall be credited on the Restricted Stock Units as of the dividend record date with respect to shares of Common Stock from the Grant Date until the payment date for the vested Restricted Stock Units. Radian will keep records of dividend equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested dividend equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Restricted Stock Units. If and to the extent that the underlying Restricted Stock Units are forfeited, all related dividend equivalents shall also be forfeited. For the avoidance of doubt, if the Grantee elects to defer payment of the Restricted Stock Units under a Company deferred compensation plan, the payment date for accrued dividend equivalents will be determined based on the terms of the applicable deferred compensation plan.
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5. Settlement of Restricted Stock Units.
(a) Except as otherwise provided in this Section 5, if the Restricted Stock Units vest in accordance with Section 2(a), the Grantee shall be entitled to receive payment of the vested Restricted Stock Units within 60 days after the applicable Vesting Date.
(b) The vested Restricted Stock Units shall be paid earlier than the applicable Vesting Date in the following circumstances:
(i) If the Restricted Stock Units vest in accordance with Section 2(b) (Retirement), Section 2(c) (Involuntary Termination), or Section 2(d) (death or Disability), the Grantee shall receive payment of the vested Restricted Stock Units within 60 days after the date of the Grantee’s termination of employment on account of Retirement, Involuntary Termination or death, or the date of Disability, as applicable.
(ii) If a Change of Control occurs and the Grantee’s employment terminates in accordance with Section 2(e), the Grantee shall receive payment of the vested Restricted Stock Units within 60 days after the date of the Grantee’s termination of employment (or, if later, on the date of the Change of Control).
(c) On the applicable payment date, each vested Restricted Stock Unit credited to the Grantee’s account shall be settled in whole shares of Common Stock equal to the number of vested Restricted Stock Units, subject to compliance with the six-month delay described in Section 18 below, if applicable, and the payment of any federal, state, local, or foreign withholding taxes as described in Section 13 below, and subject to compliance with the Restrictive Covenants (as defined in Section 7(a) below). The obligation of Radian to distribute shares shall be subject to the rights of Radian as set forth in the Plan and to all applicable laws, rules, regulations, and such approvals by governmental agencies as may be deemed appropriate by the Committee, including as set forth in Section 16 below.
(d) Notwithstanding the foregoing, if the Grantee elects to defer payment of the Restricted Stock Units under the Company’s applicable deferred compensation plan, payment shall be made in the form and at the time specified under such plan.
6. Certain Corporate Changes.
If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under these Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee to reflect the effect of such event or change in Radian’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 6 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.
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7. Restrictive Covenants.
(a) The Grantee acknowledges and agrees that, in consideration for the grant of the Restricted Stock Units, the Grantee remains subject to the non-competition, non-solicitation, confidentiality, inventions assignment, and non-disparagement provisions to the extent described in (including incorporated by reference into) Section 14 of the Employment Agreement, the Restrictive Covenants Agreement dated February 8, 2017 between the Grantee and the Company, Radian’s Code of Conduct and Ethics, the Company’s employment policies, and any other written agreements between the Company and the Grantee (collectively, the “Restrictive Covenants”).
(b) The Grantee acknowledges and agrees that in the event the Grantee breaches any of the Restrictive Covenants or the Grantee’s employment is terminated by the Company or an Affiliate for Cause, including a determination by the Committee that the Grantee has engaged in any activity, at any time, that would be grounds for termination of the Grantee’s employment for Cause:
(i) The Committee may in its discretion determine that the Grantee shall forfeit the outstanding Restricted Stock Units (without regard to whether the Restricted Stock Units have vested, except as to the vested shares where forfeiture of vested shares is expressly prohibited by law), and the outstanding Restricted Stock Units shall immediately terminate, and
(ii) The Committee may in its discretion require the Grantee to return to Radian any shares of Common Stock received in settlement of the Restricted Stock Units; provided, that if the Grantee has disposed of any shares of Common Stock received upon settlement of the Restricted Stock Units, then the Committee may require the Grantee to pay to Radian, in cash, the Fair Market Value of such shares of Common Stock as of the date of disposition. The Committee shall exercise the right of recoupment provided in this subsection (b)(ii) within (x) 180 days after the Committee’s discovery of the Grantee’s breach of any of the Restrictive Covenants or (y) within 180 days after the later of (A) the Grantee’s termination of employment by the Company or an Affiliate for Cause, or (B) the Committee’s discovery of circumstances that, if known to the Committee, would have been grounds for termination for Cause; provided, however, that this right of recoupment shall not limit the Board’s recoupment authority under any applicable clawback or recoupment policy of the Company.
8. No Stockholder Rights.
The Grantee has no voting rights and no other ownership rights and privileges of a stockholder with respect to the shares of Common Stock subject to the Restricted Stock Units, except as otherwise provided in Section 4.
9. Retention Rights.
Neither the award of Restricted Stock Units, nor any other action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the employment or service of the Company or an Affiliate or shall interfere in any way with the right of the Company or an Affiliate to terminate Grantee’s employment or service at any time.
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10. Cancellation or Amendment.
This award may be canceled or amended by the Committee, in whole or in part, in accordance with the applicable terms of the Plan.
11. Notice.
Any notice to the Company provided for in these Terms and Conditions shall be addressed to it in care of the Corporate Secretary of Radian, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087, and any notice to the Grantee shall be addressed to the Grantee at the current address shown on the payroll system of the Company or an Affiliate, or to such other address as the Grantee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or electronic mail, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage and registry fee prepaid in the United States mail, or other mail delivery service. Notice to the Company shall be deemed effective upon receipt. By receipt of these Terms and Conditions, the Grantee hereby consents to the delivery of information (including without limitation, information required to be delivered to the Grantee pursuant to the applicable securities laws) regarding the Company, the Plan, and the Restricted Stock Units via the Company’s electronic mail system or other electronic delivery system.
12. Incorporation of Plan by Reference.
These Terms and Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Restricted Stock Units awarded under these Terms and Conditions constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, these Terms and Conditions, and/or the Restricted Stock Units shall be final and binding on the Grantee, the Grantee’s beneficiaries, and any other person having or claiming an interest in such Restricted Stock Units. The settlement of any award with respect to Restricted Stock Units is subject to the provisions of the Plan and to interpretations, regulations, and determinations concerning the Plan as established from time to time by the Committee in accordance with the provisions of the Plan. A copy of the Plan will be furnished to each Grantee upon request. Additional copies may be obtained from the Corporate Secretary of Radian, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087.
13. Income Taxes; Withholding Taxes.
The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the Restricted Stock Units pursuant to these Terms and Conditions. At the time of taxation, the Company shall have the right to deduct from other compensation or from amounts payable with respect to the Restricted Stock Units, including by withholding shares of Common Stock to satisfy the federal (including FICA), state, local and foreign income and payroll tax withholding obligation on amounts payable in shares, in accordance with procedures authorized by the Committee and established by the Company.
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14. Governing Law.
The validity, construction, interpretation, and effect of this instrument shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.
15. Advice to Consult Counsel.
The Company advises the Grantee to consult with an attorney before signing these Terms and Conditions. The Grantee represents and warrants that the Grantee has obtained independent legal advice from an attorney of the Grantee’s own choice with respect to these Terms and Conditions and the Restrictive Covenants or the Grantee has knowingly and voluntarily chosen not to do so.
16. Grant Subject to Applicable Laws and Company Policies.
These Terms and Conditions shall be subject to any required approvals by any governmental or regulatory agencies. This award of Restricted Stock Units shall also be subject to any applicable clawback or recoupment policies, share trading policies, and other policies of the Company from time to time in accordance with applicable law. Notwithstanding anything in these Terms and Conditions to the contrary, the Plan, these Terms and Conditions, and the Restricted Stock Units awarded hereunder shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Committee reserves the right to modify these Terms and Conditions and the Restricted Stock Units as necessary to conform to any restrictions imposed by any such laws, regulations, restrictions, or governmental guidance or to conform to any applicable clawback or recoupment policies, share trading policies, and other policies of the Company. As a condition of participating in the Plan, and by the Grantee’s acceptance of the Restricted Stock Units, the Grantee is deemed to have agreed to any such modifications that may be imposed by the Committee, and agrees to sign such waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such modifications.
17. Assignment.
These Terms and Conditions shall bind and inure to the benefit of the successors and assignees of Radian. The Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the Restricted Stock Units, except to a Successor Grantee in the event of the Grantee’s death.
18. Section 409A.
This award of Restricted Stock Units is intended to be exempt from or comply with the applicable requirements of section 409A of the Code and shall be administered in accordance with section 409A of the Code. Notwithstanding anything in these Terms and Conditions to the contrary, if the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and the Restricted Stock Units become vested and settled upon the Grantee’s termination of employment, payment with respect to the Restricted Stock Units shall be delayed for a period of six months after the Grantee’s termination of employment if the Grantee is a “specified
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employee” as defined under section 409A of the Code (as determined by the Committee), and if required pursuant to section 409A of the Code. If payment is delayed, the shares of Common Stock shall be distributed within 30 days of the date that is the six-month anniversary of the Grantee’s termination of employment. If the Grantee dies during the six-month delay, the shares shall be distributed in accordance with the Grantee’s will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Restricted Stock Units may only be made in a manner and upon an event permitted by section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under section 409A of the Code. To the extent that any provision of these Terms and Conditions would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Restricted Stock Units to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. If the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and payment is subject to the execution of a Release, and if payment with respect to the Restricted Stock Units that is subject to the execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.
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IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed the Grantee’s signature hereon, effective as of the Grant Date set forth above.
RADIAN GROUP INC.
By: /s/Mary Dickerson
Name: Mary Dickerson
Title: Senior Executive Vice President, Chief People and Operating Officer
By electronically acknowledging and accepting this award of Restricted Stock Units following the date of the Company’s electronic notification to the Grantee, the Grantee (a) acknowledges receipt of the Plan incorporated herein, (b) acknowledges that the Grantee has read the Award Summary delivered in connection with this grant of Restricted Stock Units and these Terms and Conditions and understands the terms and conditions of them, (c) accepts the award of the Restricted Stock Units described in these Terms and Conditions, (d) agrees to be bound by the terms of the Plan and these Terms and Conditions, and (e) agrees that all decisions and determinations of the Committee with respect to the Restricted Stock Units shall be final and binding.
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## EX-10.5 FORM OF EXECUTIVE OFFICER 2026 PERFORMANCE-BASED RESTRICTED STOCK UNIT G
SEC source: [rdn-ex10_5.htm](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_5.htm)
EXHIBIT 10.5
RADIAN GROUP INC.
2026 EQUITY COMPENSATION PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT
(LTI BOOK VALUE WITH RELATIVE TSR MODIFIER)
TERMS AND CONDITIONS
These Terms and Conditions (“Terms and Conditions”) are part of the Performance-Based Restricted Stock Unit Grant made as of May 21, 2026 (the “Grant Date”), by Radian Group Inc., a Delaware corporation (“Radian,” together with its Subsidiaries, the “Company”), to #ParticipantName#, an employee of the Company (the “Grantee”).
RECITALS
WHEREAS, the Radian Group Inc. 2026 Equity Compensation Plan (the “Plan”) permits the grant of Restricted Stock Units in accordance with the terms and provisions of the Plan;
WHEREAS, Radian desires to grant Restricted Stock Units to the Grantee, and the Grantee desires to accept such Restricted Stock Units, on the terms and conditions set forth herein and in the Plan;
WHEREAS, the Restricted Stock Units granted pursuant to these Terms and Conditions shall vest based on the attainment of LTI Performance (as defined below) and continued employment; and
WHEREAS, the applicable provisions of the Plan are incorporated into these Terms and Conditions by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Grant of Performance-Based Restricted Stock Units. Radian hereby awards to the Grantee #QuantityGranted# Restricted Stock Units (hereinafter, the “Target Award”), subject to the vesting and other conditions of these Terms and Conditions. Payment of the Restricted Stock Units will be based on performance against the metrics set forth in Schedule A (the “LTI Performance”) and, except as otherwise provided herein, continued employment.
2. Vesting.
(a) General Vesting Terms. Except as set forth in Sections 2(d) and 2(e) below, the Grantee shall vest in a number of Restricted Stock Units with respect to the Target Award based on the LTI Performance as of the end of the performance period, provided that, except as set forth in Sections 2(b) and 2(c) below, the Grantee remains employed by the Company through May 25, 2029 (the “Vesting Date”). The performance period is the period beginning on April 1, 2026 and ending on March 31, 2029 (the “Performance Period”). Except as specifically
provided below in this Section 2, no Restricted Stock Units will vest for any reason prior to the Vesting Date, and in the event of a termination of the Grantee’s employment prior to the Vesting Date, the Grantee will forfeit to Radian all Restricted Stock Units that have not yet vested as of the termination date. Except as provided in Sections 2(d) and 2(e) below, any Restricted Stock Units that have not vested at the end of the Performance Period will be immediately forfeited.
(b) Retirement.
(i) If the Grantee terminates employment prior to the Vesting Date on account of the Grantee’s Retirement, the Grantee will not forfeit the Restricted Stock Units upon Retirement, and the Restricted Stock Units will vest on the Vesting Date based on the LTI Performance through the end of the Performance Period, except as provided in Sections 2(d) and 2(e) below.
(ii) For purposes of these Terms and Conditions, “Retirement” shall mean the Grantee’s separation from service from the Company, other than on account of Cause (as defined below), death or Disability (as defined below), (A) following the Grantee’s attainment of age 65 and completion of five years of service with the Company, or (B) following the Grantee’s attainment of age 55 and completion of 10 years of service with the Company.
(iii) For purposes of these Terms and Conditions, “Cause” shall mean the Grantee’s (A) indictment for, conviction of, or pleading nolo contendere to, a felony or a crime involving fraud, misrepresentation, or moral turpitude (excluding traffic offenses other than traffic offenses involving the use of alcohol or illegal substances), (B) fraud, dishonesty, theft, or misappropriation of funds in connection with the Grantee’s duties with the Company, (C) material violation of Radian’s Code of Conduct and Ethics and employment policies, as in effect from time to time, (D) gross negligence or willful misconduct in the performance of the Grantee’s duties with the Company, or (E) a breach of any written confidentiality, nonsolicitation, or noncompetition covenant with the Company or an Affiliate, in each case as determined in the sole discretion of the Committee. In the event that the Committee determines that the Grantee engaged in any of the foregoing activities that are grounds for termination for Cause at any time, the Committee may determine that the Grantee’s termination of employment was a termination for Cause, even if not so designated at the date of termination.
(c) Involuntary Termination.
(i) Except as provided in Sections 2(d) and 2(e) below, if the Grantee incurs an Involuntary Termination during the period beginning six months after the Grant Date and ending six months prior to the Vesting Date, then on the Vesting Date the Grantee will vest in a number of Restricted Stock Units with respect to the Pro-Rata Target Award (as defined below), based on the LTI Performance through the end of the Performance Period. For purposes of these Terms and Conditions, “Pro-Rata Target Award” shall mean a pro-rated portion of the Restricted Stock Units, which shall be determined by multiplying the number of Restricted Stock Units in the Target Award by a fraction, the numerator of which is the number of months that elapsed during the period beginning on the Grant Date and ending on the Grantee’s termination date (with a partial month counting as a whole month for this purpose), and the denominator of which is 36. Except as provided in Sections 2(d) and 2(e) below, if the Grantee incurs an
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Involuntary Termination during the six-month period following the Grant Date, the Grantee’s Restricted Stock Units will be forfeited.
(ii) Except as provided in Sections 2(d) and 2(e) below, if the Grantee incurs an Involuntary Termination during the six-month period immediately prior to the Vesting Date, the Grantee’s Restricted Stock Units will vest on the Vesting Date without proration, based on the LTI Performance through the end of the Performance Period.
(iii) For purposes of these Terms and Conditions, the term “Involuntary Termination” shall mean the Grantee’s separation from service from the Company on account of a termination by the Company without Cause, other than on account of Retirement, death or Disability; provided the Grantee signs and does not revoke a separation agreement containing a release and waiver of claims in favor of the Company and its Affiliates in a form provided by the Company (“Release”). A termination by the Grantee for Good Reason under the Grantee’s executive severance agreement shall be deemed to be an Involuntary Termination. For purposes of these Terms and Conditions, “Good Reason” shall have the meaning assigned to it in the Grantee’s executive severance agreement.
(d) Death or Disability. In the event of the Grantee’s death or Disability while employed by the Company prior to the Vesting Date, the Grantee’s Restricted Stock Units will automatically vest at the Target Award level (or, if a Change of Control has occurred, at the CoC Performance Level (as described in Section 6 of Schedule A)) on the date of the Grantee’s death or Disability, as applicable. If, following the Grantee’s termination of employment due to Retirement, or due to Involuntary Termination after the six month period following the Grant Date, the Grantee dies prior to the Vesting Date, the Grantee’s Restricted Stock Units will automatically vest at the Target Award level (or, if a Change of Control has occurred, at the CoC Performance Level) on the date of the Grantee’s death; provided that if the termination of employment was due to Involuntary Termination during the period beginning six months after the Grant Date and ending six months prior to the Vesting Date, the Grantee’s Restricted Stock Units will automatically vest at the Pro-Rata Target Award level (or, if a Change of Control has occurred, the Pro-Rata Target Award will vest at the CoC Performance Level) on the date of the Grantee’s death. For purposes of these Terms and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the Vesting Date, the award will be forfeited.
(e) Change of Control.
(i) If a Change of Control occurs prior to the Vesting Date, the Restricted Stock Units will vest at the CoC Performance Level on the Vesting Date, provided that, except as
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set forth in subsections (ii) and (iii) below, the Grantee remains employed by the Company through the Vesting Date.
(ii) If, prior to the Vesting Date, a Change of Control occurs and the Grantee’s employment is terminated by the Company without Cause (other than on account of Disability or death), or the Grantee terminates employment for Good Reason, and the Grantee’s date of termination of employment (or in the event of the Grantee’s termination for Good Reason, the event giving rise to Good Reason) occurs during the period beginning on the date that is 90 days before the Change of Control and ending on the date that is one year following the Change of Control, the unvested Restricted Stock Units will automatically vest at the CoC Performance Level as of the Grantee’s date of termination of employment (or, if later, on the date of the Change of Control). If the Grantee’s employment terminates on account of an Involuntary Termination as described in Section 2(c) (other than an Involuntary Termination within six months following the Grant Date) more than 90 days before the Change of Control, and a Change of Control subsequently occurs prior to the Vesting Date, then on the date of the Change of Control, the Grantee will vest in a Pro-Rata Target Award based on performance at the CoC Performance Level on the date of the Change of Control; provided that if Section 2(c)(ii) applies, the Grantee will vest in the Restricted Stock Units at the CoC Performance Level and no pro-ration will apply.
(iii) If the Grantee’s employment terminates on account of Retirement before a Change of Control, and a Change of Control subsequently occurs prior to the Vesting Date, the outstanding Restricted Stock Units will vest on the date of the Change of Control at the CoC Performance Level. If the Grantee’s employment terminates on account of Retirement on or after a Change of Control, the Restricted Stock Units will vest at the CoC Performance Level on the Grantee’s Retirement date.
(f) Cause. Notwithstanding anything in these Terms and Conditions to the contrary, in the event the Grantee’s employment is terminated by the Company for Cause, all outstanding Restricted Stock Units held by the Grantee shall immediately terminate and be of no further force or effect.
(g) Other Termination. Except as provided in Sections 2(b), 2(c), 2(d) and 2(e), in the event of a termination of employment, the Grantee will forfeit all unvested Restricted Stock Units. Except as provided in Section 2(b), 2(c) or 2(e), no Restricted Stock Units will vest after the Grantee’s employment with the Company has terminated for any reason.
3. Restricted Stock Units Account.
Radian shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.
4. Dividend Equivalents.
Dividend equivalents shall accrue with respect to the Grantee’s Restricted Stock Units and shall be payable after vesting of the underlying Restricted Stock Units, as described below. Dividend equivalents shall be credited on the Restricted Stock Units as of the dividend record date with respect to shares of Common Stock from the Grant Date until the payment date for the
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Restricted Stock Units. Radian will keep records of dividend equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Accrued dividend equivalents on vested Restricted Stock Units shall be paid in cash within 90 days after the Vesting Date or, if earlier, on the payment date for the Restricted Stock Units under Section 5(b). Any dividend equivalents that accrue with respect to vested Restricted Stock Units during the period after the Vesting Date and before the date on which the Restricted Stock Units are paid as described in Section 5 shall be paid in cash upon the payment date for the applicable dividend on shares of Common Stock. If and to the extent that the underlying Restricted Stock Units are forfeited, all related dividend equivalents shall also be forfeited. For the avoidance of doubt, if the Grantee elects to defer payment of the Restricted Stock Units under a Company deferred compensation plan, the payment date for accrued dividend equivalents will be determined based on the terms of the applicable deferred compensation plan.
5. Settlement of Restricted Stock Units.
(a) Except as otherwise provided in this Section 5, if the Restricted Stock Units vest in accordance with these Terms and Conditions, the Grantee shall be entitled to receive payment of the vested Restricted Stock Units within 90 days after the one-year anniversary of the Vesting Date (the one-year anniversary of the Vesting Date is referred to as the “Distribution Date”).
(b) The vested Restricted Stock Units shall be paid earlier than the Distribution Date in the following circumstances:
(i) If (A) the Restricted Stock Units vest in accordance with Section 2(d) (the Grantee’s death or Disability), or (B) the Grantee dies or incurs a Disability after the Vesting Date but before the Distribution Date, the vested Restricted Stock Units shall be paid within 90 days after the date of the Grantee’s death or Disability, as applicable.
(ii) If the Grantee’s employment terminates in accordance with Section 2(e)(ii) or 2(e)(iii) and a Change of Control subsequently occurs before the Distribution Date, the vested Restricted Stock Units shall be paid within 90 days after the date of the Change of Control.
(iii) If the Grantee’s employment terminates in accordance with Section 2(e)(ii) or 2(e)(iii) upon or after a Change of Control that occurs before the Distribution Date, the vested Restricted Stock Units shall be paid within 90 days after the Grantee’s separation from service with the Company.
(iv) Notwithstanding subsections (ii) and (iii), if the Change of Control is not a “change in control event” under section 409A of the Code, and if required by section 409A of the Code, payment will not be made on the dates described in subsections (ii) and (iii) and, instead, will be made within 90 days after the Distribution Date. In addition, if required by section 409A of the Code, if the separation from service described in subsection (iii) does not occur within two years after a Change of Control that is a “change in control event” under section 409A of the Code, payment will instead be made within 90 days after the Distribution Date.
(c) On the applicable payment date, each vested Restricted Stock Unit credited to the Grantee’s account shall be settled in whole shares of Common Stock equal to the number of
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vested Restricted Stock Units, subject to (i) the limitation of subsection (d) below, (ii) compliance with the six-month delay described in Section 18 below, if applicable, and (iii) the payment of any federal, state, local or foreign withholding taxes as described in Section 13 below, and subject to compliance with the restrictive covenants in Section 7 below. The obligation of Radian to distribute shares of Common Stock shall be subject to the rights of Radian as set forth in the Plan and to all applicable laws, rules, regulations, and such approvals by governmental agencies as may be deemed appropriate by the Committee, including as set forth in Section 16 below.
(d) For the avoidance of doubt, the Grantee will forfeit all Restricted Stock Units if the Grantee’s employment is terminated for Cause prior to the Distribution Date or other applicable payment date under this Section 5.
(e) Notwithstanding the foregoing, if the Grantee elects to defer payment of the Restricted Stock Units under the Company’s applicable deferred compensation plan, payment shall be made in the form and at the time specified under such plan.
6. Certain Corporate Changes.
If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under these Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee, the maximum number of shares for which the Restricted Stock Units may vest, the share price or class of Common Stock for purposes of the applicable performance goals, in each case, as appropriate to reflect the effect of such event or change in Radian’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 6 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.
7. Restrictive Covenants.
(a) The Grantee acknowledges and agrees that, during and after the Grantee’s employment with the Company or any of its Affiliates, the Grantee will be subject to, and will comply with, the applicable confidentiality and other terms specified in Radian’s Code of Conduct and Ethics and employment policies, including terms applicable to former employees. A copy of the Code of Conduct and Ethics has been provided to the Grantee and can be accessed on the Company’s intranet. The Code of Conduct and Ethics, including any future revisions to the Code of Conduct and Ethics, are incorporated into and made a part of these Terms and Conditions as if fully set forth herein.
(b) The Grantee acknowledges that the Grantee’s relationship with the Company and its Affiliates is one of confidence and trust such that the Grantee is, and may in the future be, privy to and/or the Grantee will develop Confidential Information and Trade Secrets of the Company or any of its Affiliates. Subject to the provisions of subsection (j), the Grantee agrees
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that, at all times during the Grantee’s employment and after the Grantee’s employment with the Company or any of its Affiliates terminates for any reason, whether by the Grantee or by the Company or any of its Affiliates, the Grantee will hold in strictest confidence and will not disclose, use, or publish any Confidential Information and Trade Secrets, except as and only to the extent such disclosure, use, or publication is required during the Grantee’s employment with the Company or any of its Affiliates for the Grantee to fulfill the Grantee’s job duties and responsibilities to the Company or any of its Affiliates. At all times during the Grantee’s employment and after the Grantee’s termination of employment, the Grantee agrees that the Grantee shall take all reasonable precautions to prevent the inadvertent or accidental disclosure of Confidential Information and Trade Secrets. The Grantee hereby assigns to the Company any rights the Grantee may have or acquire in Confidential Information and Trade Secrets, whether developed by the Grantee or others, and the Grantee acknowledges and agrees that all Confidential Information and Trade Secrets shall be the sole property of the Company and its assigns. For purposes of these Terms and Conditions, “Confidential Information and Trade Secrets” shall mean information that the Company or any of its Affiliates owns or possesses, that the Company or any of its Affiliates have developed at significant expense and effort, that they use or that is potentially useful in the business of the Company or any of its Affiliates, that the Company or any of its Affiliates treat as proprietary, private, or confidential, and that is not generally known to the public.
(c) The Grantee acknowledges and agrees that, during the Grantee’s employment with the Company or any of its Affiliates, and for the 12 month period immediately following the Grantee’s termination of employment for any reason, and subject to subsection (l) below (the “Restricted Period”), the Grantee will not, without the Company’s express written consent, engage (directly or indirectly) in any employment or business activity, or provide services to any business within the Restricted Territory (as defined below), that provides products or services that, during the Grantee’s employment, the Company or any of its Affiliates provided, marketed, sold or developed or was actively engaged in developing; provided however, the foregoing restriction shall only apply to any such service or product for which the Grantee has had access to Confidential Information and Trade Secrets or otherwise has had active involvement. The “Restricted Territory” means the cities, states, and territories of the United States, Bermuda, the United Kingdom, and any other countries in which the Company conducts its business during the Grantee’s employment. The Grantee further agrees that, given the nature of the business of the Company and its Affiliates and the Grantee’s position with the Company, the geographic scope of the Restricted Territory is appropriate and reasonable.
Notwithstanding the foregoing:
(i) if the Grantee is employed in Louisiana or Nebraska, the Restricted Territory shall be limited to the geographic scope set forth respectively for Louisiana and Nebraska in Schedule B of this Agreement; and
(ii) if the Grantee is employed in California, Minnesota, Oklahoma, Washington or in another jurisdiction where the foregoing restrictions in this subsection (c) may otherwise be prohibited by law, including on the basis of the Grantee’s salary, the foregoing restrictions in this subsection (c) shall not apply, and instead the Grantee acknowledges and agrees that, during the Grantee’s employment with the Company or any of its
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Affiliates: (A) the Grantee will not engage (directly or indirectly) in any employment or business activity, or provide services to any business, within the Restricted Territory that provides products or services that, during the Grantee’s employment, the Company or any of its Affiliates provides, markets, sells or develops or is actively engaged in developing through the use of Confidential Information and Trade Secrets; provided however, the foregoing restriction shall only apply to any such service or product for which the Grantee has had access to Confidential Information and Trade Secrets or otherwise has had active involvement, and (B) the Grantee will not, without the prior written consent of the Company or any of its Affiliates, engage (directly or indirectly) in any other employment or business activity that would tend to create an actual or apparent conflict of interest with the Company or any of its Affiliates, or undermine or interfere with the Grantee’s ability to devote the Grantee’s best efforts and to fulfill the full-time duties and responsibilities of the Grantee’s position with the Company or any of its Affiliates. The Grantee further agrees that, given the nature of the business of the Company and its Affiliates and the Grantee’s position with the Company, the geographic scope of the Restricted Territory is appropriate and reasonable.
(d) The Grantee acknowledges and agrees that, during the term of the Grantee’s employment by the Company or any of its Affiliates and during the Restricted Period, the Grantee shall not, directly or indirectly through others, (i) hire or attempt to hire any employee of the Company or any of its Affiliates, (ii) solicit or attempt to solicit any employee of the Company or any of its Affiliates to become an employee, consultant, or independent contractor to, for, or of any other person or business entity, or (iii) solicit or attempt to solicit any employee, or any consultant or independent contractor of the Company or any of its Affiliates to change or terminate such person’s relationship with the Company or any of its Affiliates, unless in each case more than six months shall have elapsed between the last day of such person’s employment or service with the Company or any of its Affiliates and the first date of such solicitation or hiring or attempt to solicit or hire. If any employee, consultant, or independent contractor is hired or solicited by any entity that has hired or agreed to hire the Grantee, such hiring or solicitation shall be conclusively presumed to be a violation of these Terms and Conditions; provided, however, that any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Grantee, or by a headhunter employed by such entity, which does not involve the Grantee, shall not be a violation of this subsection (d).
Notwithstanding the foregoing, if the Grantee is employed in a jurisdiction where the foregoing restrictions in this subsection (d) may otherwise be prohibited by law, the foregoing restrictions in this subsection (d) shall not apply, and instead the Grantee acknowledges and agrees that, during the Grantee’s employment with the Company or any of its Affiliates, the Grantee shall not, directly or indirectly through others, solicit, encourage, or attempt to solicit or encourage any Service Provider to terminate or reduce the Service Provider’s relationship or business with the Company or any of its Affiliates. For the purpose of these Terms and Conditions, “Service Provider” means persons and entities who, during the Grantee’s employment with the Company or any of its Affiliates, were employees, consultants, vendors, or independent contractors of the Company or any of its Affiliates.
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(e) The Grantee covenants and agrees that, during the term of the Grantee’s employment by the Company or any of its Affiliates and during the Restricted Period, the Grantee shall not, either directly or indirectly through others:
(i) solicit, divert, appropriate, or do business with, or attempt to solicit, divert, appropriate, or do business with, any customer that the Grantee had material contact with and for whom the Company or any of its Affiliates provided goods or services within 12 months prior to the Grantee’s date of termination or any prospective customer of the Company or any of its Affiliates for whom the Company or any of its Affiliates actively sought to provide goods or services within 12 months prior to the Grantee’s date of termination for the purpose of providing such customer or actively sought prospective customer with services or products competitive with those offered by the Company or any of its Affiliates during the Grantee’s employment with the Company or any of its Affiliates; or
(ii) encourage any customer for whom the Company or any of its Affiliates provided goods or services within 12 months prior to the Grantee’s date of termination to reduce the level or amount of business such customer conducts with the Company or any of its Affiliates.
Notwithstanding the foregoing:
(A) if the Grantee is employed in Louisiana, the foregoing restrictions in this subsection (e) shall be limited to customers or prospective customers residing in the parishes, counties, and municipalities set forth in Schedule B of this Agreement;
(B) if the Grantee is employed in Oklahoma, the foregoing restrictions in this subsection (e) shall not apply, and instead the Grantee acknowledges and agrees that, during the term of the Grantee’s employment by the Company or any of its Affiliates and during the Restricted Period, the Grantee shall not directly (i) solicit, divert, or appropriate, or attempt to solicit, divert, or appropriate any customer that the Grantee had material contact with and for whom the Company or any of its Affiliates provided goods or services within 12 months prior to the Grantee’s date of termination, for the purpose of providing such customer with services or products competitive with those offered by the Company or any of its Affiliates during the Grantee’s employment with the Company or any of its Affiliates; or (ii) encourage any customer for whom the Company or any of its Affiliates provided goods or services within 12 months prior to the Grantee’s date of termination to reduce the level or amount of business such customer conducts with the Company or any of its Affiliates; and
(C) if the Grantee is employed in California, or in another jurisdiction where the foregoing restrictions in this subsection (e) may otherwise be prohibited by law, the foregoing restrictions in this subsection (e) shall not apply, and instead the Grantee acknowledges and agrees that as part of the Grantee’s obligations under subsection (b) above, during the Grantee’s employment with the Company or any of its Affiliates and after the Grantee’s employment with the Company or any of its Affiliates terminates for any reason (whether by the Grantee or by the Company or any of its Affiliates), the Grantee shall not, either directly or indirectly through others, use or disclose any trade secrets
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included in Confidential Information and Trade Secrets in any effort to solicit, encourage, or attempt to solicit or encourage, any Company Customer to terminate, reduce, or forego that Company’s Customer’s relationship with the Company or any of its Affiliates. For purposes of these Terms and Conditions, “Company Customer” means any person or entity to whom the Company or any of its Affiliates provided goods or services at any time during the Grantee’s employment with the Company or any of its Affiliates.
(f) The Grantee acknowledges and agrees that the business of the Company and its Affiliates is highly competitive, that the Confidential Information and Trade Secrets have been developed by the Company or any of its Affiliates at significant expense and effort, and that the restrictions contained in this Section 7 are reasonable and necessary to protect the legitimate business interests of the Company or any of its Affiliates, including Confidential Information and Trade Secrets.
(g) The parties to these Terms and Conditions acknowledge and agree that any breach by the Grantee of any of the covenants or agreements contained in this Section 7 will result in irreparable injury to the Company or any of its Affiliates, as the case may be, for which money damages could not adequately compensate such entity. Therefore, the Company or any of its Affiliates shall have the right (in addition to any other rights and remedies which it may have at law or in equity and in addition to the forfeiture requirements set forth in subsection (h) below) to seek to enforce this Section 7 and any of its provisions by injunction, specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company or any of its Affiliates may have for a breach, or threatened breach, of the restrictive covenants set forth in this Section 7. The Grantee agrees that in any action in which the Company or any of its Affiliates seeks injunction, specific performance, or other equitable relief, the Grantee will not assert or contend that any of the provisions of this Section 7 are unreasonable or otherwise unenforceable. Unless otherwise prohibited by applicable law, the Grantee irrevocably and unconditionally (i) agrees that any legal proceeding arising out of these Terms and Conditions shall be brought only in the United States District Court for the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in New Castle County, Delaware, (ii) consents to the sole and exclusive jurisdiction and venue of such court in any such proceeding, and (iii) waives any objection to the laying of venue of any such proceeding in any such court. The Grantee also irrevocably and unconditionally consents to the service of any process, pleadings, notices, or other papers.
(h) The Grantee acknowledges and agrees that in the event the Grantee breaches any of the covenants or agreements contained in this Section 7 or the Grantee’s employment is terminated by the Company or an Affiliate for Cause, including a determination by the Committee that the Grantee has engaged in any activity, at any time, that would be grounds for termination of the Grantee’s employment for Cause:
(i) The Committee may in its discretion determine that the Grantee shall forfeit the outstanding Restricted Stock Units (without regard to whether the Restricted Stock Units have vested, except as to the vested shares where forfeiture of vested shares is expressly prohibited by law), and the outstanding Restricted Stock Units shall immediately terminate, and
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(ii) The Committee may in its discretion require the Grantee to return to Radian any shares of Common Stock received in settlement of the Restricted Stock Units; provided, that if the Grantee has disposed of any shares of Common Stock received upon settlement of the Restricted Stock Units, then the Committee may require the Grantee to pay to Radian, in cash, the Fair Market Value of such shares of Common Stock as of the date of disposition. The Committee shall exercise the right of recoupment provided in this subsection (h)(ii) within (x) 180 days after the Committee’s discovery of the Grantee’s breach of any of the covenants or agreements contained in this Section 7, or (y) within 180 days after the later of (A) the Grantee’s termination of employment by the Company or an Affiliate for Cause, or (B) the Committee’s discovery of circumstances that, if known to the Committee, would have been grounds for termination for Cause; provided, however, that this right of recoupment shall not limit the Board’s recoupment authority under any applicable clawback or recoupment policy of the Company.
(i) Each provision of this Section 7 shall be deemed to be a separate and independent provision. If any portion of the covenants or agreements contained in this Section 7, the specific forfeiture provisions related to vested shares, or the application thereof, is construed to be invalid or unenforceable, the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Section 7 is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. The covenants and agreements contained in this Section 7 shall survive the termination of the Grantee’s employment with the Company or any of its Affiliates and shall survive the termination of these Terms and Conditions.
(j) Nothing in these Terms and Conditions, including any restrictions on the use of Confidential Information and Trade Secrets, shall prohibit or restrict the Grantee from initiating communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory organization or a government agency or entity, including the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Nor do these Terms and Conditions require the Grantee to obtain prior authorization from the Company before engaging in any conduct described in this subsection (j), or to notify the Company that the Grantee has engaged in any such conduct. To the extent permitted by law and except as provided above in this subsection (j), upon receipt of any subpoena, court order, or other legal process compelling the disclosure of Confidential Information and Trade Secrets, the Grantee agrees to give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the fullest extent possible. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to
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the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Nothing in these Terms and Conditions prevents California or Washington employees from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that they have reason to believe is unlawful. Moreover, nothing in this Section 7 or these Terms and Conditions generally is intended to limit the exercise of the Grantee’s rights under Section 7 of the National Labor Relations Act (“NLRA”) including communicating with others regarding the Grantee’s terms and conditions of employment.
(k) Nothing in these Terms and Conditions shall be deemed to constitute the grant of any license or other right to the Grantee in respect of any Confidential Information and Trade Secrets or other data, tangible property, or intellectual property of the Company or any of its Affiliates.
(l) Notwithstanding the foregoing, should the Grantee violate any of the restrictive covenants of these Terms and Conditions, then the period of the Grantee’s breach of such covenant (“Violation Period”) shall stop the running of the corresponding Restricted Period. Once the Grantee resumes compliance with the restrictive covenant, the Restricted Period applicable to such covenant shall be extended for a period equal to the Violation Period so that the Company enjoys the full benefit of the Grantee’s compliance with the restrictive covenant for the duration of the corresponding Restricted Period.
(m) In the event of a conflict between the terms of the confidentiality, non-competition or non-solicitation covenants in this Section 7 and a confidentiality, non-competition or non-solicitation covenant in a prior stock option, restricted stock unit or other equity grant agreement between the Grantee and the Company, the confidentiality, non-competition and non-solicitation covenants in this Section 7 shall control as of the Grant Date.
8. No Stockholder Rights.
The Grantee has no voting rights and no other ownership rights and privileges of a stockholder with respect to the shares of Common Stock subject to the Restricted Stock Units, except as otherwise provided in Section 4.
9. Retention Rights.
Neither the award of Restricted Stock Units, nor any other action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the employment or service of the Company or shall interfere in any way with the right of the Company to terminate Grantee’s employment or service at any time.
10. Cancellation or Amendment.
This award may be canceled or amended by the Committee, in whole or in part, in accordance with the applicable terms of the Plan.
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11. Notice.
Any notice to the Company provided for in these Terms and Conditions shall be addressed to it in care of the Corporate Secretary of Radian, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087, and any notice to the Grantee shall be addressed to the Grantee at the current address shown on the payroll system of the Company, or to such other address as the Grantee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or electronic mail, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage and registry fee prepaid in the United States mail, or other mail delivery service. Notice to the Company shall be deemed effective upon receipt. By receipt of these Terms and Conditions, the Grantee hereby consents to the delivery of information (including without limitation, information required to be delivered to the Grantee pursuant to the applicable securities laws) regarding the Company, the Plan, and the Restricted Stock Units via the Company’s electronic mail system or other electronic delivery system.
12. Incorporation of Plan by Reference.
These Terms and Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Restricted Stock Units awarded under these Terms and Conditions constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, these Terms and Conditions, and/or the Restricted Stock Units shall be final and binding on the Grantee, the Grantee’s beneficiaries, and any other person having or claiming an interest in such Restricted Stock Units. The settlement of any award with respect to Restricted Stock Units is subject to the provisions of the Plan and to interpretations, regulations, and determinations concerning the Plan as established from time to time by the Committee in accordance with the provisions of the Plan. A copy of the Plan will be furnished to each Grantee upon request. Additional copies may be obtained from the Corporate Secretary of Radian, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087.
13. Income Taxes; Withholding Taxes.
The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the Restricted Stock Units pursuant to these Terms and Conditions. At the time of taxation, the Company shall have the right to deduct from other compensation or from amounts payable with respect to the Restricted Stock Units, including by withholding shares of Common Stock to satisfy the federal (including FICA), state, local and foreign income and payroll tax withholding obligation on amounts payable in shares, in accordance with procedures authorized by the Committee and established by the Company.
14. Governing Law.
Where permissible by applicable law, the validity, construction, interpretation, and effect of this instrument shall exclusively be governed by, and determined in accordance with, the
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applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.
15. Advice to Consult Counsel.
The Company advises the Grantee to consult with an attorney before signing these Terms and Conditions. The Grantee represents and warrants that the Grantee has obtained independent legal advice from an attorney of the Grantee’s own choice with respect to these Terms and Conditions and their Section 7 (Restrictive Covenants) or the Grantee has knowingly and voluntarily chosen not to do so.
16. Grant Subject to Applicable Laws and Company Policies.
These Terms and Conditions shall be subject to any required approvals by any governmental or regulatory agencies. This award of Restricted Stock Units shall also be subject to any applicable clawback or recoupment policies, share trading policies, and other policies of the Company from time to time in accordance with applicable law. Notwithstanding anything in these Terms and Conditions to the contrary, the Plan, these Terms and Conditions, and the Restricted Stock Units awarded hereunder shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Committee reserves the right to modify these Terms and Conditions and the Restricted Stock Units as necessary to conform to any restrictions imposed by any such laws, regulations, restrictions, or governmental guidance or to conform to any applicable clawback or recoupment policies, share trading policies, and other policies of the Company. As a condition of participating in the Plan, and by the Grantee’s acceptance of the Restricted Stock Units, the Grantee is deemed to have agreed to any such modifications that may be imposed by the Committee, and agrees to sign such waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such modifications.
17. Assignment.
These Terms and Conditions shall bind and inure to the benefit of the successors and assignees of Radian. The Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the Restricted Stock Units, except to a Successor Grantee in the event of the Grantee’s death.
18. Section 409A.
This award of Restricted Stock Units is intended to be exempt from or comply with the applicable requirements of section 409A of the Code and shall be administered in accordance with section 409A of the Code. Notwithstanding anything in these Terms and Conditions to the contrary, if the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and the Restricted Stock Units become vested and settled upon the Grantee’s termination of employment, payment with respect to the Restricted Stock Units shall be delayed for a period of six months after the Grantee’s termination of employment if the Grantee is a “specified employee” as defined under section 409A of the Code (as determined by the Committee) and if required pursuant to section 409A of the Code. If payment is delayed, the
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shares of Common Stock shall be distributed within 30 days of the date that is the six-month anniversary of the Grantee’s termination of employment. If the Grantee dies during the six-month delay, the shares shall be distributed in accordance with the Grantee’s will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Restricted Stock Units may only be made in a manner and upon an event permitted by section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under section 409A of the Code. To the extent that any provision of these Terms and Conditions would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Restricted Stock Units to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. If the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and payment is subject to the execution of a Release, and if payment with respect to the Restricted Stock Units that is subject to the execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.
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IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed the Grantee’s signature hereon, effective as of the Grant Date set forth above.
RADIAN GROUP INC.
By: /s/ Mary Dickerson
Name: Mary Dickerson
Title: Senior Executive Vice President, Chief People and Operating Officer
By electronically acknowledging and accepting this award of Restricted Stock Units following the date of the Company’s electronic notification to the Grantee, the Grantee (a) acknowledges receipt of the Plan incorporated herein, (b) acknowledges that the Grantee has read the Award Summary delivered in connection with this grant of Restricted Stock Units and these Terms and Conditions and understands the terms and conditions of them, (c) accepts the award of the Restricted Stock Units described in these Terms and Conditions, (d) agrees to be bound by the terms of the Plan and these Terms and Conditions, and (e) agrees that all decisions and determinations of the Committee with respect to the Restricted Stock Units shall be final and binding.
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Schedule A
LTI Performance
Except as set forth in Section 6 below, vesting of the Restricted Stock Units will be based on the following performance results: (i) Radian’s cumulative growth in LTI Book Value per Share (as defined below) and (ii) Radian’s Relative TSR Performance (as defined below), in each case over the Performance Period beginning on April 1, 2026 and ending on March 31, 2029.
1. LTI Book Value per Share.
(a) The BV Payout Percentage will be determined based on how Radian’s cumulative growth in LTI Book Value per Share (as defined below) compares to the following reference points over the Performance Period:
| Cumulative Growth in LTI Book Value per Share | BV Payout Percentage(1)(Percentage of Target Award) |
| --- | --- |
| Maximum (³50%) | 200% |
| Target (35%) | 100% |
| Threshold (≤20%) | 0% |
(1) If Radian’s cumulative growth in LTI Book Value per Share falls between two referenced percentages, the BV Payout Percentage will be interpolated.
Cumulative growth in LTI Book Value per Share will be calculated by dividing the LTI Book Value per Share on the last day of the Performance Period (or the projected LTI Book Value per Share in the case of a Change of Control, as described below), by the LTI Book Value per Share on the first day of the Performance Period, expressed as a percentage, minus 100%. LTI Book Value per share shall be measured to the second decimal point. The LTI Book Value per Share at the beginning of the Performance Period (i.e., April 1, 2026) was $37.61. The resulting BV Payout Percentage (including any interpolated result) shall be rounded to the nearest whole percentage using traditional rounding principles (i.e., fractions of 0.50% and above shall be rounded up and fractions below 0.50% shall be rounded down). If Radian’s cumulative growth in LTI Book Value per Share is less than or equal to 20%, the BV Payout Percentage will be zero.
(b) Radian’s “LTI Book Value per Share” is defined as: (i) Book Value adjusted to exclude (A) Accumulated Other Comprehensive Income and (B) the impact, if any, during the Performance Period (or through the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs or the date of the Change of Control if the Change of Control occurs on the last day of a fiscal quarter, if applicable) from declared dividends on common shares and dividend equivalents on outstanding equity awards, divided by (ii) the basic shares of Common Stock outstanding as of the applicable measurement date. The LTI Book Value per Share shall be derived from Radian’s financial statements, prepared in accordance with GAAP, and the adjustments described above.
2. Calculation of TSR. At the end of the Performance Period, the cumulative three-year TSR for Radian over the Performance Period (the “Company Absolute TSR”) and for each company in the TSR Comparator Group (as defined below) over the Performance Period shall be calculated by dividing the Closing Average Share Value (as defined below) by the Opening Average Share Value (as defined below). The companies in the TSR Comparator Group will be determined on the first day of the Performance Period for purposes of the TSR calculation and will be changed only in accordance with subsection (d) below. No company shall be added to the TSR Comparator Group during the Performance Period for purposes of the TSR calculation.
(a) The term “Closing Average Share Value” means the average value of the common stock, including Accumulated Shares, for the 20 trading days ending on the last day of the Performance Period (i.e., the 20 trading days ending on and including March 31, 2029), which shall be calculated as follows: (i) determine the closing price of the common stock on each trading date during the 20-day period, (ii) multiply each closing price by the Accumulated Shares as of that trading date, and (iii) average the amounts so determined for the 20-day period.
(b) The term “Opening Average Share Value” means the average value of the common stock, including Accumulated Shares, for the 20 trading days ending on the day immediately prior to the first day of the Performance Period (i.e., the 20 trading days ending immediately prior to April 1, 2026), which shall be calculated as follows: (i) determine the closing price of the common stock on each trading day during the 20-day period, (ii) multiply each closing price by the Accumulated Shares as of that trading date, and (ii) average the amounts so determined for the 20-day period. The Opening Average Share Value is $33.13.
(c) The term “Accumulated Shares” means, for a given trading day, the sum of (i) one share and (ii) a cumulative number of shares of the company’s common stock purchased with dividends declared on a company’s common stock, assuming same day reinvestment of the dividends in the common stock of a company at the closing price on the ex-dividend date. The calculations under this Schedule A shall include ex-dividend dates between and including March 4, 2026 and the trading day.
(d) The term “TSR Comparator Group” means the companies in the S&P SmallCap 600 Financials index as of April 1, 2026 and will be subject to change as follows:
(i) In the event of a merger, acquisition or business combination transaction of a company in the TSR Comparator Group in which the company in the TSR Comparator Group is the surviving entity and remains publicly traded, the surviving entity shall remain a company in the TSR Comparator Group. Any entity involved in the transaction that is not the surviving company shall no longer be a company in the TSR Comparator Group.
(ii) In the event of a merger, acquisition or business combination transaction of a company in the TSR Comparator Group, a “going private” transaction or other event involving a company in the TSR Comparator Group or the liquidation of a company in the TSR Comparator Group, in each case where the company in the TSR Comparator Group is not the surviving entity or is no longer publicly traded, the company shall no longer be a company in the TSR Comparator Group.
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(iii) Notwithstanding the foregoing, in the event of a bankruptcy of a company in the TSR Comparator Group where the company in the TSR Comparator Group is not publicly traded at the end of the Performance Period, such company shall remain a company in the TSR Comparator Group but shall be deemed to have a TSR of negative 100% (-100%).
3. Relative TSR Modifier. The results of the BV Payout Percentage, as described in Section 1 above, shall be modified by a Relative TSR Modifier (as defined below) to determine the actual number of Restricted Stock Units that vest. If the Relative TSR Modifier is zero, the Final Payout Percentage (as defined below) will be the BV Payout Percentage determined under Section 1 above.
(a) A “Relative TSR Modifier” shall be determined based on the percentile ranking of the Radian Absolute TSR as compared to the TSR for each company in the TSR Comparator Group over the Performance Period (the “Relative TSR Performance”), calculated as shown in the following table:
| Relative TSR Performance(1) | Relative TSR Modifier(2) |
| --- | --- |
| ≥ 90th percentile | +25% |
| 25th – 74th percentile | No modifier |
| ≤ 10th percentile | -25% |
(1) The Relative TSR Performance percentile shall be measured to the second decimal point.
(2) Straight-line interpolation will apply to performance levels between the performance levels shown in the table. The resulting Relative TSR Modifier (including any interpolated result) shall be rounded to the nearest whole percentage using traditional rounding principles (i.e., fractions of 0.50% and above shall be rounded up and fractions below 0.50% shall be rounded down).
(b) The Relative TSR Modifier shall be applied to increase or decrease the BV Payout Percentage by the applicable percentage (positive or negative) shown above, or it may have no effect on the BV Payout Percentage as shown in the table above.
(c) Notwithstanding the foregoing, if the Radian Absolute TSR for the Performance Period is negative, the Relative TSR Modifier will not exceed the “no modifier” level.
4. Final Payout Percentage. The actual number of Restricted Stock Units that vest with respect to the Performance Period (“Final Payout Percentage”) shall be determined by multiplying the Target Award by the BV Payout Percentage after adjustment by the Relative TSR Modifier and, if applicable, the Company Absolute TSR cap described in Section 3(c) above. In no event shall the maximum number of Restricted Stock Units that may be payable pursuant to these Terms and Conditions exceed 200% of the Target Award.
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5. General Vesting Terms. Any fractional Restricted Stock Unit resulting from the vesting of the Restricted Stock Units in accordance with these Terms and Conditions shall be rounded down to the nearest whole number. Any portion of the Restricted Stock Units that does not vest as of the end of the Performance Period shall be forfeited as of the end of the Performance Period.
6. Change of Control Vesting. If a Change of Control occurs prior to the end of the Performance Period, the Committee will calculate the “CoC Performance Level,” based on (a) Radian’s projected LTI Book Value per Share through the end of the Performance Period, projected as of the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs or the date of the Change of Control if the Change of Control occurs on the last day of a fiscal quarter, (b) the Relative TSR Modifier determined using a Closing Average Share Value calculated as if the Performance Period ended as of the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs or the date of the Change of Control if the Change of Control occurs on the last day of a fiscal quarter, and (c) the Radian Absolute TSR determined using a Closing Average Share Value calculated as if the Performance Period ended as of the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs or the date of the Change of Control if the Change of Control occurs on the last day of a fiscal quarter, in each case as determined in the sole discretion of the Committee. If a Change of Control occurs after the end of the Performance Period and before the Vesting Date, the CoC Performance Level will be calculated based on LTI Performance through the end of the Performance Period. Any Restricted Stock Units that do not vest at the CoC Performance Level shall be forfeited as of the date of the Change of Control.
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## EX-10.6 FORM OF EXECUTIVE OFFICER 2026 TIME-BASED RESTRICTED STOCK UNIT GRANT AG
SEC source: [rdn-ex10_6.htm](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_6.htm)
EXHIBIT 10.6
RADIAN GROUP INC.
2026 EQUITY COMPENSATION PLAN
RESTRICTED STOCK UNIT GRANT
TERMS AND CONDITIONS
These Terms and Conditions (“Terms and Conditions”) are part of the Restricted Stock Unit Grant made as of May 21, 2026 (the “Grant Date”), by Radian Group Inc., a Delaware corporation (“Radian,” together with its Subsidiaries, the “Company”), to
#ParticipantName#, an employee of the Company (the “Grantee”).
RECITALS
WHEREAS, the Radian Group Inc. 2026 Equity Compensation Plan (the “Plan”) permits the grant of Restricted Stock Units in accordance with the terms and provisions of the Plan;
WHEREAS, Radian desires to grant Restricted Stock Units to the Grantee, and the Grantee desires to accept such Restricted Stock Units, on the terms and conditions set forth herein and in the Plan; and
WHEREAS, the applicable provisions of the Plan are incorporated into these Terms and Conditions by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Grant of Restricted Stock Units.
Radian hereby awards to the Grantee #QuantityGranted# Restricted Stock Units (hereinafter, the “Restricted Stock Units”), subject to the vesting and other conditions of these Terms and Conditions.
2. Vesting.
(a) General Vesting Terms. Provided the Grantee remains employed by the Company through the applicable vesting date set forth in this Section 2 (the “Vesting Date”) and meets all applicable requirements set forth in these Terms and Conditions, the Restricted Stock Units awarded under these Terms and Conditions shall vest in three substantially equal installments on each of May 25, 2027, May 25, 2028, and May 25, 2029, except as set forth in Sections 2(b), 2(c), 2(d) and 2(e) below (the period over which the Restricted Stock Units vest is referred to as the “Restriction Period”).
(b) Retirement.
(i) If the Grantee terminates employment during the Restriction Period because of the Grantee’s Retirement, the Grantee’s Restricted Stock Units will automatically vest in full on the date of such termination of employment.
(ii) For purposes of these Terms and Conditions, “Retirement” shall mean the Grantee’s separation from service without Cause, other than on account of death or Disability (as defined below), (A) following the Grantee’s attainment of age 65 and completion of five years of service with the Company, or (B) following the Grantee’s attainment of age 55 and completion of 10 years of service with the Company.
(iii) For purposes of these Terms and Conditions, “Cause” shall mean the Grantee’s (A) indictment for, conviction of, or pleading nolo contendere to, a felony or a crime involving fraud, misrepresentation, or moral turpitude (excluding traffic offenses other than traffic offenses involving the use of alcohol or illegal substances), (B) fraud, dishonesty, theft, or misappropriation of funds in connection with the Grantee’s duties with the Company, (C) material violation of Radian’s Code of Conduct and Ethics and employment policies, as in effect from time to time, (D) gross negligence or willful misconduct in the performance of the Grantee’s duties with the Company, or (E) a breach of any written confidentiality, nonsolicitation, or noncompetition covenant with the Company or an Affiliate, in each case as determined in the sole discretion of the Committee. In the event that the Committee determines that the Grantee engaged in any of the foregoing activities that are grounds for termination for Cause at any time, the Committee may determine that the Grantee’s termination of employment was a termination for Cause, even if not so designated at the date of termination.
(c) Involuntary Termination.
(i) Except as set forth in Section 2(e) below, if the Grantee terminates employment on or before the first Vesting Date because of an Involuntary Termination, one-third of the Grantee’s Restricted Stock Units will automatically vest on the date of such termination of employment and the remaining unvested Restricted Stock Units shall be immediately forfeited. If the Grantee terminates employment during the Restriction Period and after the first Vesting Date because of an Involuntary Termination, the Grantee’s Restricted Stock Units will automatically vest in full on the date of such termination of employment.
(ii) For purposes of these Terms and Conditions, the term “Involuntary Termination” shall mean the Grantee’s separation from service from the Company on account of a termination by the Company without Cause, other than on account of Retirement, death or Disability; provided the Grantee signs and does not revoke a separation agreement containing a release and waiver of claims in favor of the Company and its Affiliates in a form provided by the Company (“Release”). A termination by the Grantee for Good Reason under the Grantee’s executive severance agreement shall be deemed to be an Involuntary Termination. For purposes of these Terms and Conditions, “Good Reason” shall have the meaning assigned to it in the Grantee’s executive severance agreement.
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(d) Death or Disability. In the event of the Grantee’s death or Disability while employed by the Company during the Restriction Period, the Grantee’s Restricted Stock Units will automatically vest in full on the date of the Grantee’s death or Disability, as applicable. For purposes of these Terms and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the first Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.
(e) Change of Control.
(i) Notwithstanding the foregoing, if, during the Restriction Period, a Change of Control occurs and the Grantee’s employment with the Company is terminated by the Company without Cause (other than on account of death or Disability), or the Grantee terminates employment for Good Reason, and the Grantee’s date of termination of employment (or in the event of the Grantee’s termination for Good Reason, the event giving rise to Good Reason) occurs during the period beginning on the date that is 90 days before the Change of Control and ending on the date that is one year following the Change of Control, the unvested Restricted Stock Units will automatically vest as of the Grantee’s date of termination of employment (or, if later, on the date of the Change of Control).
(f) Other Termination. Except as provided in Sections 2(b), 2(c), 2(d) and 2(e), in the event of a termination of employment, the Grantee will forfeit all Restricted Stock Units that do not vest either before the termination date or on the termination date associated with such termination. Except as provided in Section 2(e), no Restricted Stock Units will vest after the Grantee’s employment with the Company has terminated for any reason. For clarification purposes, in the event the Grantee’s employment is terminated by the Company for Cause, the outstanding Restricted Stock Units held by the Grantee shall immediately terminate and be of no further force or effect.
3. Restricted Stock Units Account.
Radian shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.
4. Dividend Equivalents.
Dividend equivalents shall accrue with respect to the Grantee’s Restricted Stock Units and shall be payable subject to the same vesting terms and other conditions as the Restricted Stock Units to which they relate. Dividend equivalents shall be credited on the Restricted Stock Units as of the dividend record date with respect to shares of Common Stock from the Grant Date until the payment date for the vested Restricted Stock Units. Radian will keep records of dividend
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equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested dividend equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Restricted Stock Units. If and to the extent that the underlying Restricted Stock Units are forfeited, all related dividend equivalents shall also be forfeited. For the avoidance of doubt, if the Grantee elects to defer payment of the Restricted Stock Units under a Company deferred compensation plan, the payment date for accrued dividend equivalents will be determined based on the terms of the applicable deferred compensation plan.
5. Settlement of Restricted Stock Units.
(a) Except as otherwise provided in this Section 5, if the Restricted Stock Units vest in accordance with Section 2(a), the Grantee shall be entitled to receive payment of the vested Restricted Stock Units within 60 days after the applicable Vesting Date.
(b) The vested Restricted Stock Units shall be paid earlier than the applicable Vesting Date in the following circumstances:
(i) If the Restricted Stock Units vest in accordance with Section 2(b) (Retirement), Section 2(c) (Involuntary Termination), or Section 2(d) (death or Disability), the Grantee shall receive payment of the vested Restricted Stock Units within 60 days after the date of the Grantee’s termination of employment on account of Retirement, Involuntary Termination or death, or the date of Disability, as applicable.
(ii) If a Change of Control occurs and the Grantee’s employment terminates in accordance with Section 2(e), the Grantee shall receive payment of the vested Restricted Stock Units within 60 days after the date of the Grantee’s termination of employment (or, if later, on the date of the Change of Control).
(c) On the applicable payment date, each vested Restricted Stock Unit credited to the Grantee’s account shall be settled in whole shares of Common Stock equal to the number of vested Restricted Stock Units, subject to compliance with the six-month delay described in Section 18 below, if applicable, and the payment of any federal, state, local, or foreign withholding taxes as described in Section 13 below, and subject to compliance with the restrictive covenants in Section 7 below. The obligation of Radian to distribute shares shall be subject to the rights of Radian as set forth in the Plan and to all applicable laws, rules, regulations, and such approvals by governmental agencies as may be deemed appropriate by the Committee, including as set forth in Section 16 below.
(d) Notwithstanding the foregoing, if the Grantee elects to defer payment of the Restricted Stock Units under the Company’s applicable deferred compensation plan, payment shall be made in the form and at the time specified under such plan.
6. Certain Corporate Changes.
If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under these
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Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee to reflect the effect of such event or change in Radian’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 6 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.
7. Restrictive Covenants.
(a) The Grantee acknowledges and agrees that, during and after the Grantee’s employment with the Company or any of its Affiliates, the Grantee will be subject to, and will comply with, the applicable confidentiality and other terms specified in Radian’s Code of Conduct and Ethics and employment policies, including terms applicable to former employees. A copy of the Code of Conduct and Ethics has been provided to the Grantee and can be accessed on the Company’s intranet. The Code of Conduct and Ethics, including any future revisions to the Code of Conduct and Ethics, are incorporated into and made a part of these Terms and Conditions as if fully set forth herein.
(b) The Grantee acknowledges that the Grantee’s relationship with the Company and its Affiliates is one of confidence and trust such that the Grantee is, and may in the future be, privy to and/or the Grantee will develop Confidential Information and Trade Secrets of the Company or any of its Affiliates. Subject to the provisions of subsection (j), the Grantee agrees that, at all times during the Grantee’s employment and after the Grantee’s employment with the Company or any of its Affiliates terminates for any reason, whether by the Grantee or by the Company or any of its Affiliates, the Grantee will hold in strictest confidence and will not disclose, use, or publish any Confidential Information and Trade Secrets, except as and only to the extent such disclosure, use, or publication is required during the Grantee’s employment with the Company or any of its Affiliates for the Grantee to fulfill the Grantee’s job duties and responsibilities to the Company or any of its Affiliates. At all times during the Grantee’s employment and after the Grantee’s termination of employment, the Grantee agrees that the Grantee shall take all reasonable precautions to prevent the inadvertent or accidental disclosure of Confidential Information and Trade Secrets. The Grantee hereby assigns to the Company any rights the Grantee may have or acquire in Confidential Information and Trade Secrets, whether developed by the Grantee or others, and the Grantee acknowledges and agrees that all Confidential Information and Trade Secrets shall be the sole property of the Company and its assigns. For purposes of these Terms and Conditions, “Confidential Information and Trade Secrets” shall mean information that the Company or any of its Affiliates owns or possesses, that the Company or any of its Affiliates have developed at significant expense and effort, that they use or that is potentially useful in the business of the Company or any of its Affiliates, that the Company or any of its Affiliates treat as proprietary, private, or confidential, and that is not generally known to the public.
(c) The Grantee acknowledges and agrees that, during the Grantee’s employment with the Company or any of its Affiliates, and for the 12 month period immediately following the Grantee’s termination of employment for any reason, and subject to subsection (l) below (the “Restricted Period”), the Grantee will not, without the Company’s express written consent, engage (directly or indirectly) in any employment or business activity, or provide services to any business, within the Restricted Territory (as defined below) that provides products or services that,
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during the Grantee’s employment, the Company or any of its Affiliates provided, marketed, sold or developed or was actively engaged in developing; provided however, the foregoing restriction shall only apply to any such product or service for which the Grantee has had access to Confidential Information and Trade Secrets or otherwise has had active involvement. The “Restricted Territory” means the cities, states, and territories of the United States, Bermuda, the United Kingdom, and any other countries in which the Company conducts its business during the Grantee’s employment. The Grantee further agrees that, given the nature of the business of the Company and its Affiliates and the Grantee’s position with the Company, the geographic scope of the Restricted Territory is appropriate and reasonable.
Notwithstanding the foregoing:
(i) if the Grantee is employed in Louisiana or Nebraska, the Restricted Territory shall be limited to the geographic scope set forth respectively for Louisiana and Nebraska in Exhibit A of this Agreement; and
(ii) if the Grantee is employed in California, Minnesota, Oklahoma, Washington or in another jurisdiction where the foregoing restrictions in this subsection (c) may otherwise be prohibited by law, including on the basis of the Grantee’s salary, the foregoing restrictions in this subsection (c) shall not apply, and instead the Grantee acknowledges and agrees that, during the Grantee’s employment with the Company or any of its Affiliates: (A) the Grantee will not engage (directly or indirectly) in any employment or business activity, or provide services to any business, within the Restricted Territory that provides products or services that, during the Grantee’s employment, the Company or any of its Affiliates provides, markets, sells or develops or is actively engaged in developing through the use of Confidential Information and Trade Secrets; provided however, the foregoing restriction shall only apply to any such service or product for which the Grantee has had access to Confidential Information and Trade Secrets or otherwise has had active involvement, and (B) the Grantee will not, without the prior written consent of the Company or any of its Affiliates, engage (directly or indirectly) in any other employment or business activity that would tend to create an actual or apparent conflict of interest with the Company or any of its Affiliates, or undermine or interfere with the Grantee’s ability to devote the Grantee’s best efforts and to fulfill the full-time duties and responsibilities of the Grantee’s position with the Company or any of its Affiliates. The Grantee further agrees that, given the nature of the business of the Company and its Affiliates and the Grantee’s position with the Company, the geographic scope of the Restricted Territory is appropriate and reasonable.
(d) The Grantee acknowledges and agrees that, during the term of the Grantee’s employment by the Company or any of its Affiliates and during the Restricted Period, the Grantee shall not, directly or indirectly through others, (i) hire or attempt to hire any employee of the Company or any of its Affiliates, (ii) solicit or attempt to solicit any employee of the Company or any of its Affiliates to become an employee, consultant, or independent contractor to, for, or of any other person or business entity, or (iii) solicit or attempt to solicit any employee, or any consultant or independent contractor of the Company or any of its Affiliates to change or terminate such person’s relationship with the Company or any of its Affiliates, unless in each case more than six months shall have elapsed between the last day of such person’s employment or service with
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the Company or any of its Affiliates and the first date of such solicitation or hiring or attempt to solicit or hire. If any employee, consultant, or independent contractor is hired or solicited by any entity that has hired or agreed to hire the Grantee, such hiring or solicitation shall be conclusively presumed to be a violation of these Terms and Conditions; provided, however, that any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Grantee, or by a headhunter employed by such entity, which does not involve the Grantee, shall not be a violation of this subsection (d).
Notwithstanding the foregoing, if the Grantee is employed in a jurisdiction where the foregoing restrictions in this subsection (d) may otherwise be prohibited by law, the foregoing restrictions in this subsection (d) shall not apply, and instead the Grantee acknowledges and agrees that, during the Grantee’s employment with the Company or any of its Affiliates, the Grantee shall not, directly or indirectly through others, solicit, encourage, or attempt to solicit or encourage any Service Provider to terminate or reduce the Service Provider’s relationship or business with the Company or any of its Affiliates. For the purpose of these Terms and Conditions, “Service Provider” means persons and entities who, during the Grantee’s employment with the Company or any of its Affiliates, were employees, consultants, vendors, or independent contractors of the Company or any of its Affiliates.
(e) The Grantee covenants and agrees that, during the term of the Grantee’s employment by the Company or any of its Affiliates and during the Restricted Period, the Grantee shall not, either directly or indirectly through others:
(i) solicit, divert, appropriate, or do business with, or attempt to solicit, divert, appropriate, or do business with, any customer that the Grantee had material contact with and for whom the Company or any of its Affiliates provided goods or services within 12 months prior to the Grantee’s date of termination or any prospective customer of the Company or any of its Affiliates for whom the Company or any of its Affiliates actively sought to provide goods or services within 12 months prior to the Grantee’s date of termination for the purpose of providing such customer or actively sought prospective customer with services or products competitive with those offered by the Company or any of its Affiliates during the Grantee’s employment with the Company or any of its Affiliates; or
(ii) encourage any customer for whom the Company or any of its Affiliates provided goods or services within 12 months prior to the Grantee’s date of termination to reduce the level or amount of business such customer conducts with the Company or any of its Affiliates.
Notwithstanding the foregoing:
(A) if the Grantee is employed in Louisiana, the foregoing restrictions in this subsection (e) shall be limited to customers or prospective customers residing in the parishes, counties, and municipalities set forth in Exhibit A of this Agreement;
(B) if the Grantee is employed in Oklahoma, the foregoing restrictions in this subsection (e) shall not apply, and instead the Grantee acknowledges and agrees that, during the term of the Grantee’s employment by the Company or any of its Affiliates and during the Restricted Period, the Grantee shall not directly (i) solicit, divert, or appropriate,
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or attempt to solicit, divert, or appropriate any customer that the Grantee had material contact with and for whom the Company or any of its Affiliates provided goods or services within 12 months prior to the Grantee’s date of termination, for the purpose of providing such customer with services or products competitive with those offered by the Company or any of its Affiliates during the Grantee’s employment with the Company or any of its Affiliates; or (ii) encourage any customer for whom the Company or any of its Affiliates provided goods or services within 12 months prior to the Grantee’s date of termination to reduce the level or amount of business such customer conducts with the Company or any of its Affiliates; and
(C) if the Grantee is employed in California, or in another jurisdiction where the foregoing restrictions in this subsection (e) may otherwise be prohibited by law, the foregoing restrictions in this subsection (e) shall not apply, and instead the Grantee acknowledges and agrees that as part of the Grantee’s obligations under subsection (b) above, during the Grantee’s employment with the Company or any of its Affiliates and after the Grantee’s employment with the Company or any of its Affiliates terminates for any reason (whether by the Grantee or by the Company or any of its Affiliates), the Grantee shall not, either directly or indirectly through others, use or disclose any trade secrets included in Confidential Information and Trade Secrets in any effort to solicit, encourage, or attempt to solicit or encourage, any Company Customer to terminate, reduce, or forego that Company’s Customer’s relationship with the Company or any of its Affiliates. For purposes of these Terms and Conditions, “Company Customer” means any person or entity to whom the Company or any of its Affiliates provided goods or services at any time during the Grantee’s employment with the Company or any of its Affiliates.
(f) The Grantee acknowledges and agrees that the business of the Company and its Affiliates is highly competitive, that the Confidential Information and Trade Secrets have been developed by the Company or any of its Affiliates at significant expense and effort, and that the restrictions contained in this Section 7 are reasonable and necessary to protect the legitimate business interests of the Company or any of its Affiliates, including Confidential Information and Trade Secrets.
(g) The parties to these Terms and Conditions acknowledge and agree that any breach by the Grantee of any of the covenants or agreements contained in this Section 7 will result in irreparable injury to the Company or any of its Affiliates, as the case may be, for which money damages could not adequately compensate such entity. Therefore, the Company or any of its Affiliates shall have the right (in addition to any other rights and remedies which it may have at law or in equity and in addition to the forfeiture requirements set forth in subsection (h) below) to seek to enforce this Section 7 and any of its provisions by injunction, specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company or any of its Affiliates may have for a breach, or threatened breach, of the restrictive covenants set forth in this Section 7. The Grantee agrees that in any action in which the Company or any of its Affiliates seeks injunction, specific performance, or other equitable relief, the Grantee will not assert or contend that any of the provisions of this Section 7 are unreasonable or otherwise unenforceable. Unless otherwise prohibited by applicable law, the Grantee irrevocably and unconditionally (i) agrees that any legal proceeding arising out of these Terms and Conditions shall be brought only in the United States District Court for the District of Delaware, or if such
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court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in New Castle County, Delaware, (ii) consents to the sole and exclusive jurisdiction and venue of such court in any such proceeding, and (iii) waives any objection to the laying of venue of any such proceeding in any such court. The Grantee also irrevocably and unconditionally consents to the service of any process, pleadings, notices, or other papers.
(h) The Grantee acknowledges and agrees that in the event the Grantee breaches any of the covenants or agreements contained in this Section 7 or the Grantee’s employment is terminated by the Company or an Affiliate for Cause, including a determination by the Committee that the Grantee has engaged in any activity, at any time, that would be grounds for termination of the Grantee’s employment for Cause:
(i) The Committee may in its discretion determine that the Grantee shall forfeit the outstanding Restricted Stock Units (without regard to whether the Restricted Stock Units have vested, except as to the vested shares where forfeiture of vested shares is expressly prohibited by law), and the outstanding Restricted Stock Units shall immediately terminate, and
(ii) The Committee may in its discretion require the Grantee to return to Radian any shares of Common Stock received in settlement of the Restricted Stock Units; provided, that if the Grantee has disposed of any shares of Common Stock received upon settlement of the Restricted Stock Units, then the Committee may require the Grantee to pay to Radian, in cash, the Fair Market Value of such shares of Common Stock as of the date of disposition. The Committee shall exercise the right of recoupment provided in this subsection (h)(ii) within (x) 180 days after the Committee’s discovery of the Grantee’s breach of any of the covenants or agreements contained in this Section 7, or (y) within 180 days after the later of (A) the Grantee’s termination of employment by the Company or an Affiliate for Cause, or (B) the Committee’s discovery of circumstances that, if known to the Committee, would have been grounds for termination for Cause; provided, however, that this right of recoupment shall not limit the Board’s recoupment authority under any applicable clawback or recoupment policy of the Company.
(i) Each provision of this Section 7 shall be deemed to be a separate and independent provision. If any portion of the covenants or agreements contained in this Section 7, the specific forfeiture provisions related to vested shares, or the application thereof, is construed to be invalid or unenforceable, the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Section 7 is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. The covenants and agreements contained in this Section 7 shall survive the termination of the Grantee’s employment with the Company or any of its Affiliates and shall survive the termination of these Terms and Conditions.
(j) Nothing in these Terms and Conditions, including any restrictions on the use of Confidential Information and Trade Secrets, shall prohibit or restrict the Grantee from initiating communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing
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a claim or assisting with an investigation directly with a self-regulatory organization or a government agency or entity, including the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Nor do these Terms and Conditions require the Grantee to obtain prior authorization from the Company before engaging in any conduct described in this subsection (j), or to notify the Company that the Grantee has engaged in any such conduct. To the extent permitted by law and except as provided above in this subsection (j), upon receipt of any subpoena, court order, or other legal process compelling the disclosure of Confidential Information and Trade Secrets, the Grantee agrees to give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the fullest extent possible. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Nothing in these Terms and Conditions prevents California or Washington employees from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that they have reason to believe is unlawful. Moreover, nothing in this Section 7 or these Terms and Conditions generally is intended to limit the exercise of the Grantee’s rights under Section 7 of the National Labor Relations Act (“NLRA”) including communicating with others regarding the Grantee’s terms and conditions of employment.
(k) Nothing in these Terms and Conditions shall be deemed to constitute the grant of any license or other right to the Grantee in respect of any Confidential Information and Trade Secrets or other data, tangible property, or intellectual property of the Company or any of its Affiliates.
(l) Notwithstanding the foregoing, should the Grantee violate any of the restrictive covenants of these Terms and Conditions, then the period of the Grantee’s breach of such covenant (“Violation Period”) shall stop the running of the corresponding Restricted Period. Once the Grantee resumes compliance with the restrictive covenant, the Restricted Period applicable to such covenant shall be extended for a period equal to the Violation Period so that the Company enjoys the full benefit of the Grantee’s compliance with the restrictive covenant for the duration of the corresponding Restricted Period.
(m) In the event of a conflict between the terms of the confidentiality, non-competition or non-solicitation covenants in this Section 7 and a confidentiality, non-competition or non-solicitation covenant in a prior stock option, restricted stock unit or other equity grant agreement between the Grantee and the Company, the confidentiality, non-competition and non-solicitation covenants in this Section 7 shall control as of the Grant Date.
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8. No Stockholder Rights.
The Grantee has no voting rights and no other ownership rights and privileges of a stockholder with respect to the shares of Common Stock subject to the Restricted Stock Units, except as otherwise provided in Section 4.
9. Retention Rights.
Neither the award of Restricted Stock Units, nor any other action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the employment or service of the Company or shall interfere in any way with the right of the Company to terminate Grantee’s employment or service at any time.
10. Cancellation or Amendment.
This award may be canceled or amended by the Committee, in whole or in part, in accordance with the applicable terms of the Plan.
11. Notice.
Any notice to the Company provided for in these Terms and Conditions shall be addressed to it in care of the Corporate Secretary of Radian, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087, and any notice to the Grantee shall be addressed to the Grantee at the current address shown on the payroll system of the Company, or to such other address as the Grantee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or electronic mail, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage and registry fee prepaid in the United States mail, or other mail delivery service. Notice to the Company shall be deemed effective upon receipt. By receipt of these Terms and Conditions, the Grantee hereby consents to the delivery of information (including without limitation, information required to be delivered to the Grantee pursuant to the applicable securities laws) regarding the Company, the Plan, and the Restricted Stock Units via the Company’s electronic mail system or other electronic delivery system.
12. Incorporation of Plan by Reference.
These Terms and Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Restricted Stock Units awarded under these Terms and Conditions constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, these Terms and Conditions, and/or the Restricted Stock Units shall be final and binding on the Grantee, the Grantee’s beneficiaries, and any other person having or claiming an interest in such Restricted Stock Units. The settlement of any award with respect to Restricted Stock Units is subject to the provisions of the Plan and to interpretations, regulations, and determinations concerning the Plan as established from time to time by the Committee in accordance with the provisions of the Plan. A copy of the Plan will be furnished to each Grantee upon request. Additional copies may be obtained from the Corporate Secretary of Radian, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087.
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13. Income Taxes; Withholding Taxes.
The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the Restricted Stock Units pursuant to these Terms and Conditions. At the time of taxation, the Company shall have the right to deduct from other compensation or from amounts payable with respect to the Restricted Stock Units, including by withholding shares of Common Stock to satisfy the federal (including FICA), state, local and foreign income and payroll tax withholding obligation on amounts payable in shares, in accordance with procedures authorized by the Committee and established by the Company.
14. Governing Law.
Where permissible by applicable law, the validity, construction, interpretation, and effect of this instrument shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.
15. Advice to Consult Counsel.
The Company advises the Grantee to consult with an attorney before signing these Terms and Conditions. The Grantee represents and warrants that the Grantee has obtained independent legal advice from an attorney of the Grantee’s own choice with respect to these Terms and Conditions and their Section 7 (Restrictive Covenants) or the Grantee has knowingly and voluntarily chosen not to do so.
16. Grant Subject to Applicable Laws and Company Policies.
These Terms and Conditions shall be subject to any required approvals by any governmental or regulatory agencies. This award of Restricted Stock Units shall also be subject to any applicable clawback or recoupment policies, share trading policies, and other policies of the Company from time to time in accordance with applicable law. Notwithstanding anything in these Terms and Conditions to the contrary, the Plan, these Terms and Conditions, and the Restricted Stock Units awarded hereunder shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Committee reserves the right to modify these Terms and Conditions and the Restricted Stock Units as necessary to conform to any restrictions imposed by any such laws, regulations, restrictions, or governmental guidance or to conform to any applicable clawback or recoupment policies, share trading policies, and other policies of the Company. As a condition of participating in the Plan, and by the Grantee’s acceptance of the Restricted Stock Units, the Grantee is deemed to have agreed to any such modifications that may be imposed by the Committee, and agrees to sign such waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such modifications.
17. Assignment.
These Terms and Conditions shall bind and inure to the benefit of the successors and assignees of Radian. The Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the Restricted Stock Units, except to a Successor Grantee in the event of the Grantee’s death.
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18. Section 409A.
This award of Restricted Stock Units is intended to be exempt from or comply with the applicable requirements of section 409A of the Code and shall be administered in accordance with section 409A of the Code. Notwithstanding anything in these Terms and Conditions to the contrary, if the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and the Restricted Stock Units become vested and settled upon the Grantee’s termination of employment, payment with respect to the Restricted Stock Units shall be delayed for a period of six months after the Grantee’s termination of employment if the Grantee is a “specified employee” as defined under section 409A of the Code (as determined by the Committee), and if required pursuant to section 409A of the Code. If payment is delayed, the shares of Common Stock shall be distributed within 30 days of the date that is the six-month anniversary of the Grantee’s termination of employment. If the Grantee dies during the six-month delay, the shares shall be distributed in accordance with the Grantee’s will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Restricted Stock Units may only be made in a manner and upon an event permitted by section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under section 409A of the Code. To the extent that any provision of these Terms and Conditions would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Restricted Stock Units to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. If the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and payment is subject to the execution of a Release, and if payment with respect to the Restricted Stock Units that is subject to the execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.
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IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed the Grantee’s signature hereon, effective as of the Grant Date set forth above.
RADIAN GROUP INC.
By: /s/ Mary Dickerson
Name: Mary Dickerson
Title: Senior Executive Vice President, Chief People and Operating Officer
By electronically acknowledging and accepting this award of Restricted Stock Units following the date of the Company’s electronic notification to the Grantee, the Grantee (a) acknowledges receipt of the Plan incorporated herein, (b) acknowledges that the Grantee has read the Award Summary delivered in connection with this grant of Restricted Stock Units and these Terms and Conditions and understands the terms and conditions of them, (c) accepts the award of the Restricted Stock Units described in these Terms and Conditions, (d) agrees to be bound by the terms of the Plan and these Terms and Conditions, and (e) agrees that all decisions and determinations of the Committee with respect to the Restricted Stock Units shall be final and binding.
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## EX-10.7 FORM OF 2026 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT LETTER
SEC source: [rdn-ex10_7.htm](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_7.htm)
EXHIBIT 10.7
2026 Time-Based RSU Non-Employee Directors
RADIAN GROUP INC.
2026 EQUITY COMPENSATION PLAN
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT LETTER
This Restricted Stock Unit Grant Letter (this “Grant Letter”), dated as of May 21, 2026 (the “Grant Date”), is delivered by Radian Group Inc., a Delaware corporation (“Radian”) (together with its Subsidiaries, the “Company”), to #ParticipantName#, a director of Radian (the “Grantee”).
RECITALS
WHEREAS, the Radian Group Inc. 2026 Equity Compensation Plan (the “Plan”) permits the grant of Restricted Stock Units to non-employee directors of Radian in accordance with the terms and provisions of the Plan;
WHEREAS, Radian desires to grant Restricted Stock Units to the Grantee, and the Grantee desires to accept such Restricted Stock Units, on the terms and conditions set forth herein and in the Plan; and
WHEREAS, the applicable provisions of the Plan are incorporated into this Grant Letter by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Grant of Restricted Stock Units.
Radian hereby awards to the Grantee #QuantityGranted# Restricted Stock Units (hereinafter, the “Restricted Stock Units”), subject to the vesting and other conditions of this Grant Letter.
2. Vesting.
(a) General Vesting Terms. Provided the Grantee remains in a service relationship with Radian through the vesting date specified in this Section 2(a), and meets any applicable vesting requirements set forth in this Grant Letter, the Restricted Stock Units shall vest on May 25, 2027 (the “Vesting Date”), except as otherwise set forth in this Grant Letter.
(b) Retirement, Death or Disability. If the Grantee has a separation from service as a director because of (i) the Grantee’s Retirement, or (ii) the Grantee’s death or Disability, the Grantee’s Restricted Stock Units will automatically vest in full on the date of the occurrence of such separation from service.
(i) For purposes of this Grant Letter, the term “Disability” shall mean that the Grantee is unable to perform the functions of the Grantee’s position as a director by reason of any
medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six months, as determined by the Committee in its sole discretion.
(ii) For purposes of this Grant Letter, the term “Retirement” shall mean the Grantee’s separation from service, (A) following the Grantee’s attainment of age 65 and completion of five years of service with the Company, or (B) following the Grantee’s attainment of age 55 and completion of 10 years of service with the Company.
(c) Change of Control. If a Change of Control occurs and, at any time during the period beginning on the date on which the Change of Control occurs and ending on the date that is 90 days following the first meeting of the stockholders of Radian or the surviving entity that occurs following the Change of Control, the Grantee has a separation from service as a member of the Board or as a member of the board of directors of any successor entity as a result of the Grantee’s failure to be (i) appointed to the board of directors of the surviving entity upon the Change of Control, (ii) nominated for reelection to the Board or the board of directors of the surviving entity, or (iii) reelected after nomination to the Board or the board of directors of the surviving entity, the Restricted Stock Units will automatically vest in full on the date of the Grantee’s separation from service.
(d) Other Termination. Except as provided in Sections 2(b) and 2(c), no Restricted Stock Units will vest in the event of the Grantee’s separation from service as a director for any reason prior to the Vesting Date, and upon a separation from service prior to the Vesting Date, the Grantee will forfeit all Restricted Stock Units that have not yet vested.
3. Restricted Stock Units Account.
Radian shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.
4. Dividend Equivalents.
Dividend equivalents shall accrue with respect to the Grantee’s Restricted Stock Units and shall be payable subject to the same vesting terms and other conditions as the Restricted Stock Units to which they relate. Dividend equivalents shall be credited on the Restricted Stock Units as of the dividend record date with respect to shares of Common Stock from the Grant Date until the payment date for the vested Restricted Stock Units. Radian will keep records of dividend equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested dividend equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Restricted Stock Units. If and to the extent that the underlying Restricted Stock Units are forfeited, all related dividend equivalents shall also be forfeited. For the avoidance of doubt, if the Grantee elects to defer payment of the Restricted Stock Units under Radian’s deferred compensation plan, the payment date for accrued dividend equivalents will be determined based on the terms of the applicable deferred compensation plan.
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5. Settlement of Restricted Stock Units. The Grantee shall be entitled to receive a distribution with respect to the Grantee’s vested Restricted Stock Units upon vesting. Each Restricted Stock Unit credited to the Grantee’s account shall be settled in shares of Common Stock equal to the number of vested Restricted Stock Units, upon vesting. Radian shall distribute such shares of Common Stock to the Grantee within 15 days after the date on which the Restricted Stock Units vest. All obligations of Radian hereunder shall be subject to the rights of Radian as set forth in the Plan and to all applicable laws, rules, regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including as set forth in Section 14 below.
Notwithstanding the foregoing, if the Grantee elects to defer payment of the Restricted Stock Units under Radian’s applicable deferred compensation plan, payment shall be made in the form and at the time specified under such plan.
6. Certain Corporate Changes.
If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under this Grant Letter, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee to reflect the effect of such event or change in Radian’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 6 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.
7. No Stockholder Rights.
The Grantee has no voting rights and no other ownership rights and privileges of a stockholder with respect to the shares of Common Stock subject to the Restricted Stock Units, except as otherwise provided in Section 4.
8. Retention Rights.
Neither the award of Restricted Stock Units, nor any other action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the service as a director.
9. Cancellation or Amendment.
This award may be canceled or amended by the Committee, in whole or in part, in accordance with the applicable terms of the Plan.
10. Notice.
Any notice to Radian provided for in this Grant Letter shall be addressed to it in care of the Corporate Secretary of Radian, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania
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19087, and any notice to the Grantee shall be addressed to the Grantee at the current address shown in Radian’s Corporate Secretary’s records, or to such other address as the Grantee may designate to Radian in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or electronic mail, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage and registry fee prepaid in the United States mail, or other mail delivery service. Notice to Radian shall be deemed effective upon receipt. By receipt of this Grant Letter, the Grantee hereby consents to the delivery of information (including without limitation, information required to be delivered to the Grantee pursuant to the applicable securities laws) regarding Radian, the Plan, and the Restricted Stock Units via Radian’s electronic mail system or other electronic delivery system.
11. Incorporation of Plan by Reference.
This Grant Letter is made pursuant to the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Restricted Stock Units awarded under this Grant Letter constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, this Grant Letter, and/or the Restricted Stock Units shall be final and binding on the Grantee, the Grantee’s beneficiaries, and any other person having or claiming an interest in such Restricted Stock Units. The settlement of any award with respect to Restricted Stock Units is subject to the provisions of the Plan and to interpretations, regulations, and determinations concerning the Plan as established from time to time by the Committee in accordance with the provisions of the Plan. A copy of the Plan will be furnished to the Grantee upon request. Additional copies may be obtained from the Corporate Secretary of Radian, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087.
12. Income Taxes; Withholding Taxes.
The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the Restricted Stock Units granted pursuant to this Grant Letter. At the time of taxation, Radian shall have the right to deduct from other compensation or from amounts payable with respect to the Restricted Stock Units, including by withholding shares of Common Stock, an amount equal to any taxes that are required by law to be withheld with respect to the Restricted Stock Units. Without limiting the foregoing, upon payment of the Restricted Stock Units, Radian may withhold shares subject to the vested Restricted Stock Units to cover any of the applicable withholding for applicable tax liabilities.
13. Governing Law.
The validity, construction, interpretation, and effect of this instrument shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.
14. Grant Subject to Applicable Laws and Company Policies.
This Grant shall be subject to any required approvals by any governmental or regulatory agencies. This Grant shall also be subject to any applicable clawback or recoupment policies,
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share trading policies, and other policies of the Company from time to time in accordance with applicable law. Notwithstanding anything in this Grant Letter to the contrary, the Plan, this Grant Letter, and the Restricted Stock Units awarded hereunder shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Committee reserves the right to modify this Grant Letter and the Restricted Stock Units as necessary to conform to any restrictions imposed by any such laws, regulations, restrictions, or governmental guidance or to conform to any applicable clawback or recoupment policies, share trading policies, and other policies of the Company. As a condition of participating in the Plan, and by the Grantee’s acceptance of the Restricted Stock Units, the Grantee is deemed to have agreed to any such modifications that may be imposed by the Committee, and agrees to sign such waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such modifications.
15. Assignment.
This Grant Letter shall bind and inure to the benefit of the successors and assignees of Radian. The Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the Restricted Stock Units, except to a Successor Grantee in the event of the Grantee’s death.
16. Section 409A.
This Grant is intended to comply with the applicable requirements of section 409A of the Code and shall be administered in accordance with section 409A of the Code, including the six month delay for key employees if applicable. Notwithstanding any provision to the contrary herein, payments or distributions made with respect to this Grant may only be made in a manner and upon an event permitted by section 409A of the Code, and all payments to be made upon a separation of service hereunder may only be made upon a “separation from service” as defined under section 409A of the Code. To the extent that any provision of the Grant would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Grant to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall a Grantee, directly or indirectly, designate the calendar year of payment.
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IN WITNESS WHEREOF, Radian has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed the Grantee’s signature hereon, effective as of the Grant Date set forth above.
RADIAN GROUP INC.
By:
Name: Mary Dickerson
Title: Senior Executive Vice President, Chief People and Operating Officer
I hereby accept the award of the Restricted Stock Units described in this Grant Letter, and I agree to be bound by the terms of the Plan and this Grant Letter. I hereby agree that all decisions and determinations of the Committee with respect to the Restricted Stock Units shall be final and binding.
Acknowledged and Agreed by the Grantee:
Signature:
Print Name:
Date:
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## EX-10.11 RADIAN GROUP INC. 2026 INDUCEMENT GRANT EQUITY PLAN, AS AMENDED AS OF A
SEC source: [rdn-ex10_11.htm](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_11.htm)
EXHIBIT 10.11
RADIAN GROUP INC.
2026 INDUCEMENT GRANT EQUITY PLAN
As amended as of August 6, 2026
The purpose of this Radian Group Inc. 2026 Inducement Grant Equity Plan, as may be amended from time to time (the “Plan”), is to assist Radian Group Inc., a Delaware corporation (“Radian,” together with its Subsidiaries, the “Company”), in attracting and retaining selected new employees by providing an inducement to employment with the Company, and to achieve long-term objectives that will benefit stockholders of the Company through the additional incentives inherent in the Grants hereunder. All Grants under the Plan are intended to qualify as employment inducement grants as described in New York Stock Exchange Listed Company Manual Section 303A.08, or any successor provision. The Plan has been amended as of August 6, 2026 to increase the number of shares that may be issued under the Plan.
1. Definitions
Capitalized terms used in the Plan shall have the definitions specified or otherwise referenced in Section 18 below, unless the context otherwise requires.
2. Grants under the Plan
(a) Types of Grants. Restricted Stock Units (as defined in Section 6 below) may be granted under the Plan. Each award of an incentive under the Plan is referred to herein as a “Grant.”
(b) Terms and Conditions of Grants. All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions of any nature as the Committee deems appropriate and specifies in writing to the Grantee in order to evidence the Grant (including all amendments thereto, the “Grant Letter”), as long as they are not inconsistent with the Plan. Grants need not be uniform as among the Grantees.
3. Shares subject to the Plan
(a) Maximum Number of Shares. Subject to adjustment as provided in Section 3(c) below, the maximum aggregate number of shares of Radian’s common stock, par value $0.001 (“Common Stock”), that may be issued under the Plan is 674,220 shares of Common Stock. Such number of shares reserved for issuance under this Plan is referred to as the “Plan Reserve.”
(b) Shares Restored to the Plan Reserve. The shares issued under the Plan may be authorized but unissued shares or reacquired shares. If and to the extent that any Restricted Stock Units granted under the Plan are forfeited or otherwise terminate or are cancelled without being vested or settled in full, the shares subject to such Grants shall be restored to the Plan Reserve on a one-for-one basis and shall again be available for Grants under the Plan. With respect to stock-based Grants that are settled solely in cash (and not Common Stock), the Common Stock on which the Grants are based shall not count against the Plan Reserve. For the avoidance of doubt, shares tendered or withheld to pay withholding taxes related to a Grant shall not again be made available for subsequent Grants under the Plan.
(c) Adjustment upon Changes in Capitalization. If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, combination of shares, or exchange of shares, or if the value of outstanding shares of Common Stock is substantially reduced as a result of a spinoff or Radian’s payment of an extraordinary dividend or distribution, or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all outstanding Grants under the Plan, the Committee shall preserve the value of the outstanding Grants by adjusting the maximum number and class of shares issuable under the Plan to reflect the effect of such event or change in Radian’s capital structure, and by making appropriate adjustments to the number and class of shares, any Performance Goals, and other terms, as applicable. Any fractional shares resulting from such adjustments shall be eliminated by rounding any portion of a share equal to .500 or greater up, and any portion of a share equal to less than .500 down, in each case to the nearest whole number.
4. Administration
(a) Composition of Committee. The Plan shall be administered and interpreted by the Compensation and Human Capital Management Committee of the Board or such other committee of the Board as may be appointed from time to time by the Board (the “Committee”); provided, however, that grant decisions made hereunder shall be made (i) by at least two members of the Committee and (ii) each member of the Committee shall be (1) a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and (2) an “independent director” under the rules and regulations of the New York Stock Exchange or such other securities exchange on which the Common Stock is then listed. Subject to the requirements above in Sections 4(a)(ii)(1) and (2), a majority of the independent directors of Radian, in their sole discretion, may exercise any or all authority of the Committee under the Plan in lieu of the Committee, and in such instances references herein to the Committee shall be deemed to refer to such directors.
(b) Powers of the Committee. Subject to the express provisions and limitations set forth in this Plan, the Committee shall have the sole authority to determine: (i) who from among the Eligible Participants will receive Grants under the Plan; (ii) the type, size, and terms of each Grant under the Plan; (iii) the time when each Grant will be made and the duration and terms of any vesting or restriction periods, including whether terms of any vesting or restriction periods will be based upon the achievement of specific Performance Goals; (iv) any restrictions on resale applicable to the shares to be issued or transferred pursuant to the Grant; (v) whether any Grant shall be subject to any non-competition, non-solicitation, confidentiality, clawback, or other covenants or conditions; and (vi) any other matters arising under the Plan. Subject to the requirements in Section 4(a), the actions of a majority of the members of the Committee at a meeting at which a quorum is present, or actions unanimously approved in writing by all members of the Committee, shall constitute actions of the Committee for purposes of the Plan. The Committee shall have full power and discretionary authority to administer and interpret the Plan and to adopt or amend such rules, procedures, agreements and instruments as it may deem appropriate for the proper administration of the Plan, including to comply with New York Stock Exchange Listed Company Manual Section 303A.08, or any successor provision. The Committee’s interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any Grants under the Plan. No person acting under this Section 4 shall be
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held liable for any action or determination made with respect to the Plan or any Grant under the Plan, except for the willful misconduct or gross negligence of such person. All Grants shall be made conditional upon the Eligible Participant’s acknowledgment, by acceptance of the Grant (whether electronic or otherwise), that all decisions and determinations of the Committee shall be final and binding on the Eligible Participant, the Eligible Participant’s beneficiaries and any other person having or claiming an interest under such Grant.
5. Eligibility for Participation
(a) Eligibility. All newly-hired employees of the Company shall be eligible to participate in the Plan, as determined in accordance with New York Stock Exchange Listed Company Manual Section 303A.08, or any successor provision (referred to individually as an “Eligible Participant” and collectively as “Eligible Participants”) and may be selected by the Committee to receive a Grant hereunder. Those Eligible Participants who are selected by the Committee to receive Grants under the Plan are referred to individually as a “Grantee” and collectively as the “Grantees.”
(b) Continued Service. A leave of absence by the Grantee, if in accordance with Company policy or otherwise approved by the Company, shall not be deemed a termination or interruption of the continuous service of the Grantee for purposes of the Plan. For purposes of this Plan, unless provided otherwise by the Committee in the Grant Letter, a Grantee’s employment or service will not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a change in the Company entity for which the Grantee renders such service, provided that there is no interruption or termination of the Grantee’s continuous employment or service to the Company.
6. Restricted Stock Units
The Committee may grant to an Eligible Participant the right to receive shares of Common Stock, or, if so designated in the Grant Letter, cash equal to the Fair Market Value of shares of Common Stock, upon the lapsing of such restrictions as the Committee shall determine (“Restricted Stock Units”).
(a) General Requirements. All conditions and restrictions imposed under each Grant of Restricted Stock Units, including (as applicable) the employment or service period and the performance period, during which the Restricted Stock Units will remain subject to such restrictions, if any, shall be set forth in the Grant Letter and designated therein as the “Restriction Period.” Any restrictions imposed under any Restricted Stock Units shall lapse on such date or dates as the Committee may specify, and may be based upon the achievement of specific Performance Goals, as determined by the Committee. On the grant date, Radian shall credit to a bookkeeping account established on its records the specified number of Restricted Stock Units awarded to the Grantee (without the creation of any trust or segregated account).
(b) Number of Shares and Form of Payment. The Committee, in its sole discretion, shall determine the number of Restricted Stock Units to be granted. Payments with respect to Restricted Stock Units may be made in cash, in Common Stock, or in a combination of the two, as determined by the Committee and specified in the Grant Letter.
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(c) Requirement of Employment or Service Relationship with the Company. Except as otherwise specified in the Grant Letter, if the Grantee’s employment or service relationship with the Company terminates during the period designated in the Grant Letter as the Restriction Period, Restricted Stock Units shall terminate as to all shares covered by the Grant for which the restrictions have not lapsed. The lapse of the restrictions on Restricted Stock Units may accelerate as determined by the Committee and specified in the Grant Letter, including in the event of the Grantee’s retirement, disability, other termination of employment, or death, or upon a Change of Control.
(d) Issuance of Stock Certificates. The Grantee shall not be entitled to the delivery of any stock certificate or certificates representing unrestricted shares subject to Restricted Stock Units until any and all restrictions on such Grant and shares shall have lapsed.
(e) No Stockholder Rights; Dividend Equivalents. During the Restriction Period, the Grantee shall not have any of the rights of a stockholder with respect to the shares subject to Restricted Stock Units, including voting or dividend rights, and shall be an unsecured creditor of Radian. The Committee may provide in the Grant Letter that the Grantee shall be entitled to dividend equivalent rights with respect to Restricted Stock Units as and when dividends are payable on Common Stock. Any such dividend equivalents shall be credited to the Grantee’s bookkeeping account on the dividend payment date and shall be accrued as a cash obligation or additional Restricted Stock Units, as determined by the Committee. The restrictions with respect to any dividend equivalents underlying Restricted Stock Units shall lapse at the same time as the restrictions on the underlying Restricted Stock Units lapse, and, except as provided otherwise in the Grant Letter, the vested dividend equivalents shall become payable at the same time as the underlying Restricted Stock Units are payable (unless the dividend equivalents are deferred pursuant to Section 409A of the Code). Unless otherwise specified in the Grant Letter, deferred dividend equivalents will not accrue interest.
(f) Settlement. With respect to Restricted Stock Units that are to be settled in shares of Common Stock, at the date specified in the Grant Letter, Radian shall cause the applicable number of shares of Common Stock to be issued in the name of, and delivered to, the Grantee by book entry into a brokerage or other account designated by Radian for such purpose, whereupon the Grantee shall have all of the rights of a stockholder with respect to such shares. Fractional shares will be paid in cash. Settlement of Restricted Stock Units that are payable in cash shall be made during a period specified in the Grant Letter.
7. Transferability of Grants
Only a Grantee (or a Grantee’s authorized legal representative) may exercise rights under a Grant except as otherwise stated herein. No Grantee may transfer those rights except by will or by the laws of descent and distribution. Upon the death of a Grantee, the legal representative or other person entitled to succeed to the rights of the Grantee (“Successor Grantee”) may exercise such rights. A Successor Grantee shall furnish proof satisfactory to Radian of such person’s right to receive the benefit of the Grant under the Grantee’s will or under the applicable laws of descent and distribution.
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8. Change of Control of Radian
(a) Change of Control. As used in this Plan, a “Change of Control” shall be deemed to have taken place if (i) any Person (except for an employee or the employee’s family, Radian, or any employee benefit plan of the Company or of any Affiliate, or any Person or entity organized, appointed, or established by Radian for or pursuant to the terms of any such employee benefit plan), together with all Affiliates and Associates of such Person, shall become the Beneficial Owner in the aggregate of 40% or more of the shares of Radian then outstanding and entitled to vote for directors generally, (ii) any Person (except an employee and the employee’s family), together with all Affiliates and Associates of such Person, purchases substantially all of the assets of Radian, or (iii) the following individuals cease for any reason to constitute a majority of the Board: individuals who, as of the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation relating to the election of directors of Radian) whose appointment or election by the Board or nomination for election by Radian’s stockholders was approved and recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended.
Notwithstanding the foregoing in this Section 8(a), for purposes of a Grant that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that provides for payment upon a Change of Control, then, for purposes of such payment provisions, no Change of Control shall be deemed to have occurred upon an event described in items (i), (ii) and (iii) unless the event would also constitute a “change in the ownership of a corporation,” “change in the effective control of a corporation,” or a “change in the ownership of a substantial portion of a corporation’s assets” within the meaning of Section 409A of the Code.
(b) Affiliate, Associate, Person, Beneficial Owner. For purposes of this definition, “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Exchange Act; “Person” shall mean any individual, firm, corporation, partnership, or other entity (which, for the avoidance of doubt, does not include the United States government, any of its states, or any of their respective political subdivisions, departments, agencies, or instrumentalities), as determined by the Committee in its sole discretion; and a Person shall be deemed the “Beneficial Owner” of any securities:
(i) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement, or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants, or options, or otherwise; provided, however, that a Person shall not be deemed the “Beneficial Owner” of securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for payment, purchase, or exchange;
(ii) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has
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“beneficial ownership” of (as determined pursuant to Rule 13d-3 under the Exchange Act), including without limitation, pursuant to any agreement, arrangement, or understanding (whether or not in writing); provided, however, that a Person shall not be deemed the “Beneficial Owner” of any security under this subsection (ii) as a result of an oral or written agreement, arrangement, or understanding to vote such security if such agreement, arrangement, or understanding (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act, and (B) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable successor report); or
(iii) to the extent that such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement, or understanding (whether or not in writing) with any other Person for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy described in the proviso to subsection (ii) above), or disposing of any voting securities of Radian, in which case such Person shall be the Beneficial Owner of all securities that are Beneficially Owned, directly or indirectly, by such other Person (or any Affiliate or Associate thereof) within the meaning of subsection (i) or (ii) above; provided, however, that nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition.
(c) Effect of Change of Control. The following provisions shall apply in the event of a Change of Control:
(i) If there is a Change of Control of Radian, and if Grants remain outstanding after the Change of Control (or are assumed by, or converted to similar awards with equivalent value as of the date of the Change of Control of, the surviving corporation (or a parent or subsidiary of the surviving corporation)), and the Company or its successor terminates a Grantee’s employment or service without cause (as defined in the Grant Letter) or, to the extent applicable and set forth in the Grant Letter, the Grantee terminates employment or service for good reason (as defined in the Grant Letter), in each case during the 90 days before, or upon or within one year after, the Change of Control, Restricted Stock Units shall vest and become payable. For Restricted Stock Units that vest based on performance, performance shall be measured as described in the applicable Grant Letter.
(ii) If there is a Change of Control of Radian, and if Grants do not remain outstanding after the Change of Control (and are not assumed by, or converted to similar awards with equivalent value as of the date of the Change of Control of, the surviving corporation (or a parent or subsidiary of the surviving corporation)), then Restricted Stock Units shall vest and become payable. For Restricted Stock Units that vest based on performance, performance shall be measured as described in the applicable Grant Letter.
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(iii) Notwithstanding the foregoing in this Section 8(c), the Committee may establish and set forth in a Grant Letter additional restrictions relating to the effect of a Change of Control on Grants as the Committee deems appropriate. To the extent Restricted Stock Units become vested in connection with a Change of Control, the Committee may determine that such Grantees shall receive one or more payments in settlement of such Grants, in such amount and form and on such terms as may be determined by the Committee. Any acceleration, surrender, termination, settlement, or conversion shall take place as of the date of the Change of Control or such other date as the Committee may specify.
9. Dissolution, Liquidation or Winding Up
If Radian is to be dissolved or liquidated, then the Committee may, in its discretion, take any of the actions set forth in Section 8(c).
10. Amendment and Termination of the Plan and Grants
(a) Amendment. The Board may amend or terminate the Plan at any time. No amendment or termination of the Plan shall, without the consent of the Grantees, materially impair any rights or obligations under any Grants previously awarded to the Grantees hereunder, unless such right has been reserved in the Plan or the applicable Grant Letter.
(b) Termination of Plan. The Plan shall terminate on the 10th anniversary of the Effective Date, unless earlier terminated by the Board or unless extended by the Board.
(c) Termination and Amendment of Outstanding Grants. A termination or amendment of the Plan that occurs after a Grant is made shall not result in the termination or amendment of the Grant unless the Grantee consents, unless the Committee acts under Section 17(c) below or as described below. The termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant. Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended under Section 17(c) below or may be amended by mutual agreement of Radian and the Grantee which is consistent with the Plan; provided, however, that an amendment of the Plan or of the Grant that merely accelerates the vesting of a Grant or that does not adversely affect the rights of the Grantee with respect to the Grant shall become effective without the consent of the Grantee.
11. Funding of the Plan
The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under the Plan. In no event shall interest be paid or accrued on any Grant, including unpaid installments of Grants.
12. Rights of Eligible Participants
Nothing in the Plan shall entitle any Eligible Participant or other person to any claim or right to any Grant under the Plan. Neither the Plan nor any action taken hereunder shall be
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construed as giving any Eligible Participant or Grantee any rights to be retained by the Company in any capacity, whether as an employee or otherwise.
13. Tax Matters
(a) Withholding of Taxes. The Company shall have the right to deduct from all Grants paid in cash any federal, state, or local taxes required by law to be withheld with respect to such Grants paid in cash. In the case of Grants paid in Common Stock, the Company shall have the right to require the Grantee to pay to the Company the amount of any taxes which the Company is required to withhold in respect of such Grants or to take whatever action it deems necessary to protect the interests of the Company in respect of such tax liabilities, including, without limitation, subject to any such terms as the Committee may approve, Radian withholding a portion of the shares of Common Stock otherwise deliverable pursuant to the Plan. Radian’s obligation to issue or transfer shares of Common Stock in connection with any Grant shall be conditioned upon the Grantee’s compliance with the requirements of this Section 13(a) to the satisfaction of the Committee.
(b) Deferrals and Code Section 409A. The Committee, in its sole discretion, may permit a Grantee to defer receipt of the payment of cash or the delivery of shares that would otherwise be delivered under the Plan. In the event of such a deferral, the Committee may, if applicable, provide that the payment of dividend equivalents attributable thereto shall be also deferred until such time as the Grant will be settled in accordance with the Grantee’s deferral election. Any such deferral election shall be subject to such rules and procedures as shall be determined by the Committee in its sole discretion. The Committee may establish such rules and procedures as it may deem advisable and in the best interests of the Company in the event that Section 409A of the Code is implicated by any transaction under the Plan.
(c) Section 409A. The Plan is intended to comply with the requirements of Section 409A of the Code, to the extent applicable. All Grants shall be construed and administered such that the Grant either (i) qualifies for an exemption from the requirements of Section 409A of the Code or (ii) satisfies the requirements of Section 409A of the Code. If a Grant is subject to Section 409A of the Code, (i) distributions shall only be made in a manner and upon an event permitted under Section 409A of the Code, (ii) payments to be made upon a termination of employment or service shall only be made upon a “separation from service” under Section 409A of the Code, (iii) payments to be made upon a Change of Control shall only be made upon a “change of control event” under Section 409A of the Code, (iv) unless the Grant specifies otherwise, each payment shall be treated as a separate payment for purposes of Section 409A of the Code, and (v) in no event shall a Grantee, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A of the Code. If any Grant is subject to Section 409A of the Code and payment is subject to the execution of a release of claims in favor of the Company and its affiliates, in no event shall the timing of a Grantee’s execution of the release result in the Grantee designating, directly or indirectly, the calendar year of payment, and if such a payment that is subject to execution of the release could be made in more than one taxable year, payment shall be made in the later taxable year. Any Grant granted under the Plan that is subject to Section 409A of the Code and that is to be distributed to a key employee (as defined below) upon separation from service shall be administered so that any distribution with respect to such Grant shall be postponed for six months following the date of the Grantee’s
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separation from service, if required by Section 409A of the Code. If a distribution is delayed pursuant to Section 409A of the Code, the distribution shall be paid within 30 days after the end of the six-month period. If the Grantee dies during such six-month period, any postponed amounts shall be paid within 60 days of the Grantee’s death. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Committee or its delegate each year in accordance with Section 416(i) of the Code and the “specified employee” requirements of Section 409A of the Code.
14. Agreements with Grantees
Each Grant made under the Plan shall be evidenced by a Grant Letter containing such terms and conditions as the Committee shall approve. In the event of a conflict between the provisions of the Plan and the provisions of any Grant Letter, the provisions of the Plan shall control.
15. Requirements for Issuance of Shares
No Common Stock shall be issued or transferred under the Plan unless and until all applicable legal requirements have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any Grant on the Grantee’s undertaking in writing to comply with such restrictions on any subsequent disposition of the shares of Common Stock issued or transferred thereunder as the Committee shall deem necessary or advisable as a result of any applicable law, regulation, or official interpretation thereof, and certificates representing such shares may be legended to reflect any such restrictions. Any such restrictions are in addition to and not in lieu of the restrictions on shares provided for elsewhere in the Plan.
16. Effective Dates
(a) Effective Date of the Plan. The Plan was effective as of the Effective Date, and was amended as of August 6, 2026.
(b) Effectiveness of Section 16 Provisions. The provisions of the Plan that refer to, or are applicable to persons subject to, Section 16 of the Exchange Act shall remain in effect for so long as the Common Stock is registered under the Exchange Act.
17. Miscellaneous
(a) Company Policies. All Grants and amounts payable under the Plan shall be subject to any applicable clawback or recoupment policies, share trading policies, and other policies of the Company, whether or not approved before or after the Effective Date. To the extent permitted by applicable law, including without limitation Section 409A of the Code, all amounts payable under the Plan are subject to offset in the event that a Grantee has an outstanding clawback, recoupment or forfeiture obligation to the Company under the terms of any applicable clawback or recoupment policy. In the event of a clawback, recoupment or forfeiture event under an applicable clawback or recoupment policy, the amount required to be clawed back, recouped or forfeited pursuant to such policy shall be deemed not to have been earned under the terms of the Plan, and the Company shall be entitled to recover from the Grantee the amount specified under the applicable clawback or recoupment policy to be clawed back, recouped or forfeited (which
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amount, as applicable, shall be deemed an advance that remained subject to the Grantee satisfying all eligibility conditions for earning the amounts deferred, accrued, or credited under this Plan).
(b) Substitute Grants. The Committee may make a Grant to an employee, a non-employee director, or an independent contractor, consultant, or advisor of another corporation or other entity, if such person shall become an Eligible Participant by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization, or liquidation involving Radian and such entity. Any such Grant shall be made in substitution for a stock option, restricted stock grant, or other incentive award granted by such entity, but the terms and conditions of the substitute Grant may vary from the terms and conditions required by the Plan and from those of the substituted stock incentives. The Committee shall prescribe the provisions of the substitute Grants.
(c) Compliance with Law. Notwithstanding anything in the Plan or any Grant Letter to the contrary, the Plan, the obligations of Radian to issue or transfer shares of Common Stock under Grants shall be subject to all applicable laws and required approvals by any governmental or regulatory agencies. With respect to persons subject to Section 16 of the Exchange Act, it is the intent of Radian that the Plan and all transactions under the Plan shall comply with all applicable conditions of Rule 16b-3 or any successor provisions under the Exchange Act. The Committee may revoke any Grant if it is contrary to law or modify any Grant to bring it into compliance with any valid and mandatory government regulations. The Committee may, in its sole discretion, agree to limit its authority under this Section 17(c). All Grants shall be subject to any required approvals by any governmental or regulatory agencies. Notwithstanding anything in this Plan or a Grant Letter to the contrary, the Plan, the Grant Letter, and a Grant awarded hereunder shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Committee reserves the right to modify a Grant Letter and a Grant as necessary to conform to any restrictions imposed by any such laws, regulations, restrictions, or governmental guidance or to conform to any applicable clawback or recoupment policies, share trading policies, and other policies of the Company that may be applicable to the Grantee. As a condition of participating in the Plan, and by the Grantee’s acceptance of the Grant, the Grantee is deemed to have agreed to any such modifications that may be imposed by the Committee, and agrees to sign such waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such modifications.
(d) Governing Law. Except to the extent preempted by any applicable federal law, the Plan and the Grant Letters shall be construed and administered in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of laws thereunder.
(e) Severability. In the event any provision of the Plan or of any Grant Letter shall be held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan or Grant Letter, and the Plan or Grant Letter shall be construed or enforced as though the illegal or invalid provision had not been included.
(f) Headings. The section headings of the Plan are for reference only. In the event of a conflict between a section heading and the content of a Section of the Plan, the content of the Section shall control.
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18. Index of Defined Terms
For purposes of the Plan:
“Affiliate” is defined in Section 8.
“Associate” is defined in Section 8.
“Beneficial Owner” is defined in Section 8.
“Board” shall mean the Board of Directors of Radian Group Inc. The term “director” shall refer to an individual member of the Board.
“Change of Control” is defined in Section 8.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Committee” is defined in Section 4.
“Common Stock” is defined in Section 3.
“Company” is defined in the preamble to the Plan. For purposes of the Plan, the term “Company” includes Radian Group Inc. and all of its Subsidiaries as a group.
“Effective Date” is June 1, 2026.
“Eligible Participant” is defined in Section 5.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
The “Fair Market Value” of a share of Common Stock shall be the closing price at which the Common Stock shall have been sold regular way on the New York Stock Exchange on the date as of which such value is being determined or, if no sales occurred on such day, then on the next preceding day on which there were such sales, or, if at any time the Common Stock shall not be listed on the New York Stock Exchange, the Fair Market Value as determined by the Committee on the basis of available prices for such Common Stock or in such manner as may be authorized by applicable regulations under the Code. The Committee may base Fair Market Value on an average over a specified period.
“GAAP” is defined in the definition of “Performance Goals” below.
“Grant” is defined in Section 2.
“Grantee” is defined in Section 5.
“Grant Letter” is defined in Section 2.
“Performance Goals” shall be established by the Committee based on one or more of the following criteria, or derivations of such criteria or such other criteria as determined by the
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Committee: stock price, earnings per share, price-earnings multiples, stock price to book value multiple, net earnings, operating earnings, operating pre-tax earnings, revenue or revenue growth, productivity, margin, EBITDA (earnings before interest, taxes, depreciation, and amortization), net capital employed, return on assets, return on equity, return on capital employed, growth in assets, unit volume, sales, cash flow, losses incurred, losses paid, loss ratio (including as may be measured and reported over a specified period), paid loss ratio, combined ratio, gains to losses on sales of assets or investments, market share, market value added, capital management, margin growth, contribution margin, labor margin, EBITDA margin, stockholder return, operating profit or improvements in operating profit, improvements in asset or financial measures (including working capital and the ratio of revenues to working capital), credit quality, risk/credit characteristics (including FICO, debt to income, or loan to value), early default experience, expense management and expense ratios, pre-tax earnings or variations of income criteria in varying time periods, economic value added, book value, book value per share, book value growth, or comparisons with other peer companies or industry groups or classifications with regard to one or more of these criteria, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, employee retention rates, customer retention rates, customer attraction rates, geographic business expansion goals, cost targets or goals relating to acquisitions, divestitures, capital and liquidity management, portfolio and risk management, human capital management and other people related criteria, and any other criteria that any regulatory body requires Radian, or any of its Subsidiaries or Affiliates to measure. The Performance Goals may relate to one or more business units, Subsidiaries, Affiliates of Radian or the performance of the Company as a whole, or any combination of the foregoing. To the extent applicable and unless the Committee determines otherwise, the determination of the achievement of Performance Goals shall be determined based on the relevant financial measure, computed in accordance with U.S. generally accepted accounting principles (“GAAP”), and in a manner consistent with the methods used in the Company’s audited financial statements. The Committee may provide for adjustment as it deems appropriate, including but not limited to for one or more of the following items: asset write-downs; litigation or claim judgments or settlements; changes in accounting principles; changes in tax law or other laws affecting reported results; severance, contract termination, and other costs related to exiting, modifying, or reducing any business activities; costs of, and gains and losses from, the acquisition, disposition, or abandonment of businesses or assets; gains and losses from the early extinguishment of debt; stock compensation costs and other non-cash expenses; unrealized gains and losses relating to fair valuations of derivatives; any unusual or infrequently occurring items, as described in applicable Accounting Standards Codification opinions and/or in management’s discussion and analysis of financial condition and results of operation appearing in Radian’s annual report to stockholders for the applicable year; business or other structural changes in the total shareholder return peer group; and any other specified non-operating items as determined by the Committee in setting Performance Goals.
“Person” is defined in Section 8.
“Plan” is defined in the preamble to the Plan.
“Plan Reserve” is defined in Section 3, subject to adjustment from time to time as provided in Section 3.
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“Radian” shall mean Radian Group Inc., as defined in the preamble to the Plan, and shall include any successor thereto.
“Restricted Stock Units” is defined in Section 6.
“Restriction Period” is defined in Section 6.
“Subsidiary” shall mean any corporation or other entity in which, at the time of reference, Radian owns, directly or indirectly, stock or similar interests comprising more than 50% of the combined voting power of all outstanding securities of such entity.
“Successor Grantee” is defined in Section 7.
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## EX-10.12 FORM OF RESTRICTIVE COVENANTS AGREEMENT BY AND BETWEEN THE REGISTRANT A
SEC source: [rdn-ex10_12.htm](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_12.htm)
EXHIBIT 10.12
RADIAN GROUP INC.
RESTRICTIVE COVENANTS AGREEMENT
Your Information:
Name: [executive officer]
Address: [ ]
Date: 5/26/2026
Company: Radian Group Inc., its affiliates and subsidiaries, and their respective successors or assigns (collectively, the “Company”)
Address: Radian Group Inc.
550 East Swedesford Road, Suite 350
Wayne, PA 19087
In consideration of your employment with the Company, the compensation the Company has agreed to pay you, and your access to Confidential Information and Trade Secrets (as such term is defined below), the receipt and sufficiency of which you acknowledge, you agree to this Restrictive Covenants Agreement (this “Agreement”), as follows:
1. Restrictive Covenants.
(a) You acknowledge and agree that, during and after your employment with the Company, you will be subject to, and will comply with, the applicable confidentiality and other terms specified in the Company’s Code of Conduct and Ethics and the Company’s employment policies, including terms applicable to former employees. Copies of the Code of Conduct and Ethics and the Company’s employment policies have been provided to you and can be accessed on the Company’s intranet. The Code of Conduct and Ethics and the Company’s employment policies, including any future revisions to the Code of Conduct and Ethics and employment policies, are incorporated into and made a part of this Agreement as if fully set forth herein.
(b) You acknowledge that your relationship with the Company is one of confidence and trust such that you are, and may in the future be, privy to and/or you will develop Confidential Information and Trade Secrets of the Company. Subject to the provisions of subsection (j), you agree that, at all times during your employment and after your employment with the Company terminates for any reason, whether by you or by the Company, you will hold in strictest confidence and will not disclose, use, or publish any Confidential Information and Trade Secrets, except as and only to the extent such disclosure, use, or publication is required during your employment with the Company for you to fulfill your job duties and responsibilities to the Company. At all times during your employment and after your termination of employment, you agree that you shall take all reasonable precautions to prevent the inadvertent or accidental disclosure of Confidential Information and Trade Secrets. You hereby assign to the
Company any rights you may have or acquire in Confidential Information and Trade Secrets, whether developed by you or others, and you acknowledge and agree that all Confidential Information and Trade Secrets shall be the sole property of the Company and its assigns. For purposes of this Agreement, “Confidential Information and Trade Secrets” shall mean information that the Company owns or possesses, that the Company has developed at significant expense and effort, that the Company uses or that is potentially useful in the business of the Company, that the Company treats as proprietary, private, or confidential, and that is not generally known to the public.
(c) You acknowledge that any and all Inventions that are conceived, created, developed, designed, or reduced to practice by you, alone or with others, during the course and/or within the scope of employment with the Company, whether before or after the date of this Agreement, belong to the Company (“Company Invention(s)”). You hereby irrevocably assign to the Company, without further consideration, all right, title, and interest that you may presently have or acquire (throughout the United States and in all foreign countries), free and clear of all liens and encumbrances, in and to each Company Invention and each such Company Invention shall be the sole property of the Company, whether or not patentable, copyrightable, or otherwise legally protectable. “Inventions” as used herein shall mean all intellectual property, ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents, copyrights, moral rights (including but not limited to rights to attribution or integrity), and all improvements, rights, and claims related to the foregoing.
(d) You acknowledge and agree that during your employment with the Company, and for the 12-month period immediately following your termination of employment for any reason, and subject to subsection (l) below (the “Restricted Period”), you will not, without the Company’s express written consent, engage (directly or indirectly) in any employment or business activity, or provide services to any business, within the Restricted Territory (as defined below) that provides products or services that, during your employment, the Company provided, marketed, sold, or developed or was actively engaged in developing; provided however, the foregoing restriction shall only apply to such service or product for which you have had access to Confidential Information and Trade Secrets or otherwise have had active involvement. The “Restricted Territory” means the cities, states and territories of the United States, Bermuda, the United Kingdom, and any other countries in which the Company conducts its business during your employment. You further agree that, given the nature of the business of the Company and your position with the Company, the international geographic scope of the Restricted Territory is appropriate and reasonable.
(e) You acknowledge and agree that, during the term of your employment by the Company and during the Restricted Period, you shall not, directly or indirectly through others, (i) hire or attempt to hire any employee of the Company, (ii) solicit or attempt to solicit any employee of the Company to become an employee, consultant, or independent contractor to, for, or of any other person or business entity, or (iii) solicit or attempt to solicit any employee, or any consultant or independent contractor of the Company to change or terminate his or her relationship with the Company, unless in each case more than six months shall have elapsed between the last day of such person’s employment or service with the Company and the first date of such solicitation or hiring or attempt to solicit or hire. If any employee, consultant, or
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independent contractor is hired or solicited by any entity that has hired or agreed to hire you, such hiring or solicitation shall be conclusively presumed to be a violation of this Agreement; provided, however, that any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire you, or by a headhunter employed by such entity, which does not involve you, shall not be a violation of this subsection (e).
(f) You covenant and agree that, during the term of your employment by the Company and during the Restricted Period, you shall not, either directly or indirectly through others:
(i) solicit, divert, appropriate, or do business with, or attempt to solicit, divert, appropriate, or do business with, any customer that you had material contact with and for whom the Company provided goods or services within 12 months prior to your date of termination or any prospective customer of the Company for whom the Company actively sought to provide goods or services within 12 months prior to your date of termination for the purpose of providing such customer or actively sought prospective customer with services or products competitive with those offered by the Company during your employment with the Company; or
(ii) encourage any customer for whom the Company provided goods or services within 12 months prior to your date of termination to reduce the level or amount of business such customer conducts with the Company.
(g) You acknowledge and agree that the business of the Company is highly competitive, that the Confidential Information and Trade Secrets have been developed by the Company at significant expense and effort, and that the restrictions contained in this Section 1 are reasonable and necessary to protect the legitimate business interests of the Company.
(h) The parties to this Agreement acknowledge and agree that any breach by you of any of the covenants or agreements contained in this Section 1 will result in irreparable injury to the Company, for which money damages could not adequately compensate the Company. Therefore, the Company shall have the right (in addition to any other rights and remedies which it may have at law or in equity) to seek to enforce this Section 1 and any of its provisions by injunction, specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach, or threatened breach, of the restrictive covenants set forth in this Section 1. You agree that in any action in which the Company seeks injunction, specific performance, or other equitable relief, you will not assert or contend that any of the provisions of this Section 1 are unreasonable or otherwise unenforceable. Unless otherwise prohibited by applicable law, you irrevocably and unconditionally (i) agree that any legal proceeding arising out of this Agreement shall be brought only in the United States District Court for the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in New Castle County, Delaware, (ii) consent to the sole and exclusive jurisdiction and venue of such court in any such proceeding, and (iii) waive any objection to the laying of venue of any such proceeding in any such court. You also irrevocably and unconditionally consent to the service of any process, pleadings, notices, or other papers.
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(i) If any portion of the covenants or agreements contained in this Section 1, or the application thereof, is construed to be invalid or unenforceable, the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Section 1 is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. The covenants and agreements contained in this Section 1 shall survive the termination of your employment with the Company.
(j) Nothing in this Agreement, including any restrictions on the use of Confidential Information and Trade Secrets, shall prohibit or restrict you from initiating communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory organization or a government agency or entity, including the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Nor does this Agreement require you to obtain prior authorization from the Company before engaging in any conduct described in this subsection (j), or to notify the Company that you have engaged in any such conduct. To the extent permitted by law and except as provided above in this subsection (j), upon receipt of any subpoena, court order, or other legal process compelling the disclosure of Confidential Information and Trade Secrets, you agree to give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the fullest extent possible. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
(k) Nothing in this Agreement shall be deemed to constitute the grant of any license or other right to you in respect of any Confidential Information and Trade Secrets or other data, tangible property, or intellectual property of the Company.
(l) Notwithstanding the foregoing, should you violate any of the restrictive covenants of this Agreement, then the period of your breach of such covenant (“Violation Period”) shall stop the running of the corresponding Restricted Period. Once you resume compliance with the restrictive covenant, the Restricted Period applicable to such covenant shall be extended for a period equal to the Violation Period so that the Company enjoys the full benefit of your compliance with the restrictive covenant for the duration of the corresponding Restricted Period.
2. Notification. You shall notify, and the Company has the right to notify, any person employing you as to the existence and provisions of this Agreement.
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3. Duration; Nature. This Agreement is binding during your employment and shall survive any termination of your employment. This Agreement does not bind the Company or you to employment for any specific period of time. Nothing in this Agreement shall be construed in any way to terminate, supersede, undermine, or otherwise modify your “at-will” employment status, pursuant to which either you or the Company may terminate the employment relationship at any time, with or without cause, with or without notice.
4. No Conflicts. You are not a party to any existing agreement or employment with an entity that would prevent you from entering into and performing this Agreement in accordance with its terms, including, without limitation, any agreement subjecting you to a non-competition, non-solicitation, or confidentiality covenant, except as identified in Attachment A hereto; and you will not enter into any other agreement that is in conflict with your obligations under this Agreement.
5. Compliance with Law. You acknowledge that the activities of the Company are subject to compliance with applicable laws and regulations. You agree to comply with all applicable laws and to notify your immediate supervisor or superior of any reason to believe that you, the Company, or any other person has violated any law that may affect the Company or your performance of your obligations for the Company.
6. Amendment. No modification to any provision of this Agreement will be binding unless it is in writing and signed by both you and an authorized representative of the Company. No waiver of any rights under this Agreement will be effective unless in writing signed by the Company.
7. Assignment. You recognize and agree that your obligations under this Agreement are of a personal nature and are not assignable or delegable in whole or in part by you. The Company may assign this Agreement to any affiliate or to any successor-in-interest (whether by sale of assets, sale of stock, merger, or other business combination). All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors, and permitted assigns of you and the Company.
8. Governing Law. The validity, construction, interpretation, and effect of this Agreement shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.
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I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS THAT IT IMPOSES UPON ME WITHOUT RESERVATION. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY AND INTENDING TO BE LEGALLY BOUND.
Dated:
Name: [executive officer]
Agreed and Acknowledged
RADIAN GROUP INC.
By: __________________________
Name: Mary Dickerson
Title: Senior Executive Vice President,
Chief People and Operating Officer
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EXHIBIT 10.12
ATTACHMENT A
Set forth below (and attached) are any prior agreements to which I am a party that may interfere with full compliance with this Agreement, and any prior agreements subjecting me to a non-competition, non-solicitation, or confidentiality covenant (if none, write “NONE”):
Dated:
Name: Stephen M. Keleher
7
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## EX-10.13 FORM OF SEVERANCE AGREEMENT BY AND BETWEEN THE REGISTRANT AND CERTAIN E
SEC source: [rdn-ex10_13.htm](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_13.htm)
EXHIBIT 10.13
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (this “Agreement”) made and entered into as of May 26, 2026 (“Effective Date”) by and between Radian Group Inc., a corporation organized and existing under the laws of the state of Delaware (the “Company”), and [name of exec officer] (the “Executive”).
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that an agreement providing severance benefits in the event of certain terminations of employment is important for recruiting, motivating, and retaining executives in the competitive and consolidating industries in which the Company participates; and
WHEREAS, as a material inducement to the Company’s willingness to enter into this Agreement, the Executive has agreed to execute the Restrictive Covenants Agreement attached hereto as Exhibit A (the “Restrictive Covenants Agreement”), and the Company’s entry into this Agreement is expressly conditioned upon such execution.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows:
1. Term. The term of this Agreement (the “Term”) shall begin on the Effective Date and shall end on December 31, 2026 or, if earlier, the Executive’s Termination Date (as defined below). On December 31, 2026, and each December 31st thereafter, the Term shall be extended for one (1) additional year unless the Company gives the Executive at least forty-five (45) days prior written notice that the Term will not be extended, or the Executive shall have incurred a Termination of Employment (as defined below) before such date. A notice by the Company not to extend the Term shall not, in and of itself, be considered a Termination of Employment or a Good Reason event (as defined below) for purposes of this Agreement.
2. Definitions. When used in this Agreement, the following terms shall have the specific meanings shown in this Section unless the context of any provision of this Agreement clearly requires otherwise:
(a) “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.
(b) “Cause” shall mean (i) indictment for, conviction of, or pleading nolo contendere to, a felony or a crime involving fraud, misrepresentation, or moral turpitude (excluding traffic offenses other than traffic offenses involving the use of alcohol or illegal substances), (ii) fraud, dishonesty, theft, or misappropriation of funds in connection with the Executive’s duties with the Company and its subsidiaries, (iii) material violation of the Company’s Code of Conduct or written employment policies, as in effect from time to time, (iv) gross negligence or willful misconduct in the performance of the Executive’s duties with the Company and its subsidiaries, or (v) a breach of any written confidentiality, nonsolicitation, or noncompetition covenant with the Company or an Affiliate, in each case as determined in the sole discretion of the Company.
(c) “Code” shall mean the Internal Revenue Code of 1986, as amended.
(d) “Disability” shall mean a long-term disability under the applicable long-term disability plan of the Company.
(e) “Good Reason” shall mean the occurrence of one or more of the following events without the Executive’s consent:
(i) any material diminution by the Company of the authority, duties or responsibilities of the Executive;
(ii) any material reduction in the Executive’s base salary, which, for purposes of this Agreement, means a reduction in base salary of ten (10) percent or more that does not apply generally to all similarly situated officers of the Company;
(iii) any action or inaction that constitutes a material breach by the Company of this Agreement, including without limitation, any failure of the Company to obtain an agreement from any successor of the Company to perform this Agreement in accordance with Section 13 hereof; or
(iv) any permanent relocation of the Executive’s principal place of business to any office or location which is located more than seventy-five (75) miles from the location where the Executive is based immediately prior to the change in location, except that a requirement to comply with policies of the Company regarding office presence shall not constitute a Good Reason.
The Executive must provide a written Notice of Termination (as defined below) with respect to a termination for Good Reason to the Company within ninety (90) days after the event constituting Good Reason has occurred. The Company shall have a period of thirty (30) days in which it may correct the act, or the failure to act, that gave rise to the Good Reason event as set forth in the Executive’s Notice of Termination. If the Company does not correct the act, or the failure to act, the Executive must terminate employment for Good Reason within thirty (30) days after the end of the cure period, in order for the termination to be considered a Good Reason termination. Notwithstanding the foregoing, in no event will the Executive have Good Reason for termination if an event described in (i) occurs in connection with the Executive’s inability to perform the Executive’s duties on account of illness or short-term or long-term disability.
(f) “Person” shall mean any individual, firm, corporation, partnership or other entity.
(g) “Qualifying Termination” shall mean a Termination of Employment that is either:
(i) initiated by the Company for any reason other than the Executive’s Disability or for Cause; or
(ii) initiated by the Executive for Good Reason.
(h) “Separation Agreement” shall mean a written separation agreement that includes a release of claims as described in Section 4(d).
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(i) “Termination Date” shall mean the date on which the Executive’s employment with the Company terminates.
(j) “Termination of Employment” shall mean the termination of the Executive’s employment relationship with the Company.
3. Notice of Termination. Any Qualifying Termination shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 14 hereof. For purposes of this Agreement, a “Notice of Termination” means a written notice which (a) indicates the specific termination provision in this Agreement relied upon, (b) briefly summarizes the facts and circumstances deemed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (c) specifies the Termination Date. Any Notice of Termination by the Executive with respect to a Good Reason termination must specify a Termination Date that is consistent with the notice and cure provisions of Section 2(e). Any other Notice of Termination by the Executive shall specify a Termination Date not less than thirty (30) days after the date of the Notice of Termination, unless the Company agrees to an earlier Termination Date.
4. Benefits Upon Certain Terminations.
(a) If the Executive fails to execute a Separation Agreement within the timeframe set forth therein, or revokes the Separation Agreement following execution, upon a Qualifying Termination, the Executive shall receive only any accrued but unpaid salary through the Termination Date and any benefits accrued and due under any applicable benefit plans and programs of the Company. No other payments or benefits shall be due under this Agreement to the Executive.
(b) In the event of the Executive’s Qualifying Termination, if the Executive executes a Separation Agreement within the timeframe set forth therein, and does not revoke the Separation Agreement following execution, the Executive shall be entitled to receive the following severance benefits:
(i) The Company shall pay to the Executive an amount in cash equal to one and one-half (1.5) times the Executive’s annual base salary as in effect at the Termination Date. This severance amount will be paid in equal installments in accordance with the Company’s normal payroll practices over the eighteen (18) month period following the Termination Date (the “Severance Period”) to correspond to the amount paid. The first payment will be made on the first payroll date after the thirtieth (30th) day following the Termination Date, and the first payment will include the installments for the period between the Termination Date and the date of the first payment.
(ii) The Company shall pay to the Executive a cash payment equal to one and one-half (1.5) times the Executive’s target incentive award under the Radian Group Inc. Short-Term Incentive Plan for Employees, or any successor plan (“STI Program”) for the year in which the Termination Date occurs. The payment shall be made in a lump sum payment on the first payroll date after the thirtieth (30th) day following the Termination Date.
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(iii) The Company shall pay to the Executive a cash payment equal to the Executive’s prorated target incentive award under the STI Program for the year in which the Termination Date occurs. The prorated amount will be an amount in cash equal to the Executive’s target incentive award under the STI Program for the year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days that the Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). The payment shall be made in a lump sum payment on the first payroll date after the thirtieth (30th) day following the Termination Date. The payment under this Section 4(b)(iii) shall not affect the Executive’s right to any prior year’s bonus that may be payable under the STI Program in accordance with the terms of the STI Program and has not yet been paid as of the Termination Date.
(iv) For the period beginning on the Termination Date and ending on the earlier of (A) the date on which the Executive first becomes covered by any other “group health plan,” as described in section 4980B(g)(2) of the Code, or (B) the last day of the Severance Period (the “Coverage Period”), the Executive may elect continued health coverage under the Company’s health plan in which the Executive (and the Executive’s spouse and eligible dependents) participated at the Termination Date, as in effect from time to time, provided that the Executive shall be responsible for paying the full monthly cost of such coverage. The monthly cost of such coverage shall be the premium determined for purposes of continued coverage under section 4980B(f)(4) of the Code (“COBRA Premium”) in effect from time to time. During the Coverage Period, the Company shall reimburse the Executive for the COBRA Premium that the Executive pays for continued health coverage under the Company’s health plan, less the premium charge that is paid by the Company’s active employees for such coverage as in effect on the Termination Date. Such amounts shall be payable monthly over the Coverage Period and shall commence on the first payroll date after the thirtieth (30th) day following the Executive’s Termination Date. The Company shall reimburse the Executive for COBRA Premiums pursuant to this Section 4(b)(iv) only for the portion of the Coverage Period during which the Executive continues coverage under the Company’s health plan. The Executive agrees to promptly notify the Company of the Executive’s coverage under an alternate health arrangement upon becoming covered by such alternative arrangement. The COBRA health care continuation coverage period under section 4980B of the Code shall run concurrently with the Coverage Period.
(v) The Executive shall be eligible for executive outplacement services, for up to twelve (12) months after the Termination Date, not to exceed a maximum of twenty thousand dollars ($20,000) in cost. The Company will pay the cost of these services directly to the outplacement provider.
(c) In the event of the Executive’s Termination of Employment initiated by the Company for any reason other than the Executive’s Disability or for Cause, if the Executive executes a Separation Agreement within the timeframe set forth therein, and does not revoke the Separation Agreement following execution, in addition to the foregoing severance benefits set forth in Section 4(b) above and notwithstanding the vesting terms set forth in the applicable grant agreements:
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(i) all of the Executive’s then outstanding time-based restricted stock units will become fully vested without proration on the date of such Termination of Employment and the Executive shall receive payment of the vested restricted stock units in accordance with the provisions of the applicable grant agreement related to a termination of the Executive’s employment by the Company without Cause;
(ii) all of the Executive’s then outstanding performance-based restricted stock units will remain outstanding without proration and will remain eligible to vest based on attainment of the applicable performance goals through the end of the applicable performance period, and the Executive shall receive payment of the vested performance-based restricted stock units in accordance with the provisions of the applicable grant agreement.
Except as provided above in this Section 4(c), all other terms and conditions of the Executive’s outstanding time-based and performance-based restricted stock units, including without limitation the applicable payment terms, will continue to apply. For the avoidance of doubt, the foregoing vesting treatment in this Section 4(c) does not apply upon the Executive’s Termination of Employment due to death.
(d) All payments and benefits described in Sections 4(b) and 4(c) shall be conditioned on the Executive’s timely execution and non-revocation of a written Separation Agreement that contains a release of any and all claims against the Company, its subsidiaries and all related parties (other than claims based upon any entitlements under the terms of this Agreement or accrued benefits under any plans or programs of the Company under which the Executive has accrued and is due a benefit), substantially in the form attached as Exhibit B.
(e) Upon any Termination of Employment, the Company shall pay any accrued but unpaid salary through the Termination Date and any benefits accrued and due under any applicable benefit plans and programs of the Company.
5. Enforcement. If the Company fails to perform under this Agreement, the Company shall pay the Executive on demand the amount necessary to reimburse the Executive in full for all expenses (including attorney’s fees and legal expenses) incurred by the Executive in enforcing the obligations of the Company under this Agreement, but only with respect to claims as to which the Executive prevails in material respects.
6. No Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise. Except as provided in Section 4(b)(iv), the amount of any payment or benefit provided for herein shall not be reduced by any compensation earned by other employment or otherwise.
7. Non-Exclusivity of Rights; Other Severance Plans. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the Company or any of its Subsidiaries or Affiliates and for which the Executive may qualify; provided, however, that with respect to a Qualifying Termination, the Executive hereby waives the Executive’s right to receive any payments under any severance pay plan or program applicable to other employees of the
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Company or its Affiliates, and agrees to accept the payments provided in Section 4 hereof, in lieu of any other severance pay plan or program.
8. No Set-Off. Except as provided in Section 9 below, the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.
9. Restrictive Covenants.
(a) The Executive acknowledges that execution of the Restrictive Covenants Agreement is a condition precedent to this Agreement. Subject to Section 9(c), the Executive agrees to comply with the terms of the Restrictive Covenants Agreement, the non-disparagement covenant in subsection (b) below, and all other written restrictive covenants and agreements with the Company, including restrictive covenants under equity grants, if any, and all confidentiality and other obligations with respect to the Company under the Company’s Code of Conduct and Ethics, including without limitation non-competition, non-solicitation, confidentiality and insider trading restrictions (collectively, the “Restrictive Covenants”). The Executive expressly acknowledges that continuing to comply with the terms of the Restrictive Covenants is a material term of this Agreement. The Executive further acknowledges that in the event that the Executive violates any of the Restrictive Covenants, the Executive shall forfeit any unpaid amounts described in Sections 4(b) and 4(c) and shall return to the Company any amounts previously paid under Sections 4(b) and 4(c), and the Company shall have no further obligation to the Executive.
(b) Subject to Section 9(c), the Executive covenants and agrees that the Executive will not willfully or knowingly, in any way, disparage the Company or any of its Affiliates, its principals, shareholders, officers, directors, employees or agents in any way relating to the Company or any of its Affiliates, including, but not limited to, its name, business reputation or business practices. The Company agrees that upon the Executive’s termination of employment, it will direct its senior executives and members of the Board not to willfully or knowingly disparage the Executive in any way. Notwithstanding the foregoing, nothing in this Section 9(b) shall prevent any person from (i) responding publicly by a truthful statement to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement, or (ii) making any truthful statement to the extent (x) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, or (y) required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order such person to disclose or make accessible such information. Despite the foregoing and notwithstanding Section 9(c), the Executive is not permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information that the Executive came to learn during the course of the Executive’s employment with the Company that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege, attorney work product doctrine, and/or other applicable legal privileges. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information.
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(c) Nothing in this Agreement or in the Restrictive Covenants prohibits or restricts the Executive from initiating communications directly with, or responding to any inquiry from, or providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory authority or a governmental, law enforcement, or regulatory authority, including without limitation, the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, the Department of Labor, the National Labor Relations Board, any other self-regulatory organization or any other governmental, law enforcement, or regulatory authority or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Executive is not required to advise or seek permission from the Company before engaging in any such activity. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
10. Taxes. All payments under this Agreement shall be subject to applicable tax withholding.
11. Reduction of Payment Amount.
(a) Notwithstanding any other provisions of this Agreement to the contrary, in the event that it shall be determined that any payment or distribution in the nature of compensation (within the meaning of section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”), would constitute an “excess parachute payment” within the meaning of section 280G of the Code, the Company shall reduce (but not below zero) the aggregate present value of the Payments under the Agreement to the Reduced Amount (as defined below), if reducing the Payments under this Agreement will provide the Executive with a greater net after-tax amount than would be the case if no reduction was made. The Payments shall be reduced as described in the preceding sentence only if (i) the net amount of the Payments, as so reduced (and after subtracting the net amount of federal, state and local income and payroll taxes on the reduced Payments), is greater than or equal to (ii) the net amount of the Payments without such reduction (but after subtracting the net amount of federal, state and local income and payroll taxes on the Payments and the amount of Excise Tax (as defined below) to which the Executive would be subject with respect to the unreduced Payments). Only amounts payable under this Agreement shall be reduced pursuant to this subsection (a). The “Reduced Amount” shall be an amount expressed in present value that maximizes the aggregate present value of Payments under this Agreement without causing any Payment under this Agreement to be subject to the Excise Tax, determined in accordance with section 280G(d)(4) of the Code. The term “Excise Tax” means the excise tax imposed under section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.
(b) All determinations to be made under this Section 11 shall be made by an independent registered public accounting firm or consulting firm selected by the Company
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immediately prior to a change in control, which shall provide its determinations and any supporting calculations both to the Company and the Executive within ten (10) days of the change in control. Any such determination by such firm shall be binding upon the Company and the Executive. All of the fees and expenses of the accounting or consulting firm in performing the determinations referred to in this Section shall be borne solely by the Company.
12. Death. In the event the Executive dies after a Qualifying Termination occurs, (a) any payments due to the Executive under this Agreement and not paid prior to the Executive’s death shall be made to the personal representative of the Executive’s estate and (b) the Executive’s spouse and dependents then covered under the health plan described in Section 4(b)(iv) shall be eligible for continued coverage in accordance with Section 4(b)(iv).
13. Successors. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Executive hereunder shall not be assignable in whole or in part by the Executive or the Company. The Company shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to the Executive, to acknowledge expressly that this Agreement is binding upon and enforceable against the Company in accordance with the terms hereof, and to become jointly and severally obligated with the Company to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or successions had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement. As used in this Agreement, the Company shall mean the Company as hereinbefore defined and any successor or successors to its business or assets, jointly and severally.
14. Notice. All notices and other communications required or permitted hereunder or necessary or convenient herewith shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service, or by electronic delivery, delivery receipt requested, as follows:
If to the Company, to:
Radian Group Inc.
550 E. Swedesford Road, Suite 350
Wayne, PA 19087
Attention: General Counsel
If to the Executive, to the most recent address for the Executive in the Company’s payroll records, or to such other names or addresses as the Company or the Executive, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section 14. Any such notice shall be deemed delivered and effective when received in the case of personal or electronic delivery; five days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail; or on the next business day in the case of an overnight express courier service.
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15. Cooperation. Except as expressly permitted or required by this Agreement or by law and as set forth in Section 9(c) above, the Executive agrees that, after termination of employment and upon the Company’s reasonable notice to the Executive, the Executive shall fully cooperate with the Company in investigating, defending, prosecuting, litigating, filing, initiating or asserting any actual or potential claims or investigations that may be made by or against the Company to the extent that such claims or investigations may relate to any matter in which the Executive was involved (or alleged to have been involved) while employed with the Company or of which the Executive has knowledge by virtue of the Executive’s employment with the Company. Upon submission of appropriate documentation, the Executive shall be reimbursed for reasonable and pre-approved out-of-pocket expenses incurred in rendering such cooperation.
16. Amendment. This Agreement cannot be changed, modified, extended or terminated except upon written amendment executed by the Executive and the Company.
17. No Employment Rights. Nothing in this Agreement shall be construed as giving the Executive any right to be retained in the employ of the Company.
18. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.
19. Survival. The respective rights and obligations of the parties hereunder shall survive the termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.
20. Remedies Cumulative; No Waiver. No right conferred upon the Executive by this Agreement is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by the Executive in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, except as provided in Section 2(e) with respect to Good Reason.
21. Company Policies. This Agreement and the compensation payable hereunder shall be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Company from time to time.
22. Entire Agreement. This Agreement is the entire agreement between the Executive and the Company and its Affiliates regarding the subject matter hereof. By entering into this Agreement, the parties agree that any and all prior agreements or understandings with respect to the subject matter hereof are superseded, except the Restrictive Covenants Agreement.
23. Indemnification. As to any matter occurring or arising during the Executive’s employment with the Company or its Affiliates, the Company hereby covenants and agrees to indemnify the Executive and hold the Executive harmless fully, completely, and absolutely against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, reasonable expenses (including reasonable attorney’s fees), losses and damages resulting
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from the Executive’s good faith performance of the Executive’s duties and obligations as an employee, officer or director of the Company or any of its Affiliates to the extent provided by the bylaws of the Company and its Affiliates; provided, however, that this indemnity shall not apply with respect to any breach by the Executive of the terms of this Agreement.
24. Section 409A.
(a) The Agreement is intended to comply with the requirements of section 409A of the Code and the regulations thereunder or an exemption from section 409A, and shall in all respects be administered in accordance with section 409A. Notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment may only be made upon a section 409A “separation from service.” For purposes of section 409A of the Code, the right to a series of payments under the Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly designate the calendar year of payment. In no event shall the timing of the Executive’s execution of the Separation Agreement, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment of any amount under this Agreement is subject to section 409A and could be made in more than one taxable year, based on timing of the execution of the Separation Agreement, payment shall be made in the later taxable year. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code.
(b) Notwithstanding anything in the Agreement to the contrary, if required by section 409A of the Code, any amount that is considered “deferred compensation” under this Agreement and that is required to be postponed for a period of six (6) months after separation from service pursuant to section 409A shall be postponed as required by section 409A. The accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A, shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death.
25. Miscellaneous. All section headings are for convenience only. This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.
26. Governing Law. The validity, construction, interpretation, and effect of this Agreement shall exclusively be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania excluding any conflicts or choice of law rule or principle. In addition, the Agreement shall be subject to any required approvals by any governmental or regulatory agencies. Without limiting the foregoing, notwithstanding anything in the Agreement to the contrary, the Agreement shall be subject to all applicable laws, including any laws, regulations, restrictions or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Board reserves the right to modify this Agreement as necessary to conform to any restrictions imposed by any such laws,
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regulations, restrictions or governmental guidance or to conform to any applicable clawback or recoupment policies and other policies that may be implemented by the Board from time to time.
As a condition of the Agreement, the Executive agrees to any such modifications that may be imposed by the Board, and the Executive agrees to sign such waivers or acknowledgments as the Board may deem necessary or appropriate with respect to such modifications.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.
RADIAN GROUP INC.
By: Date: , 2026
Print Name: Mary C. Dickerson
Title: Sr. EVP, Chief People and Operating Officer
EXECUTIVE
By: Date: , 2026
[executive officer]
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EXHIBIT 10.13
EXHIBIT B
FORM OF SEPARATION AGREEMENT
1. In further consideration of the compensation and benefits provided to Stephen M. Keleher (the “Executive”) pursuant to the Severance Agreement between Executive and Radian Group Inc. entered into as of May 26, 2026 (the “Agreement”), the Executive hereby agrees, subject to and without waiving any rights identified in Section 9(c) of the Agreement, to the maximum extent permitted by law, to irrevocably and unconditionally RELEASE AND FOREVER DISCHARGE the Radian Group Inc. and its subsidiaries (together, the “Company”) and each of its and their past or present parents, subsidiaries and affiliates, their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company and of the Company’s past or present parents, subsidiaries or affiliates, and the past or present trustees, administrators, agents or employees of all such pension and employee benefit plans (hereinafter collectively included within the term the “Released Parties”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, whether known or unknown, which the Executive ever had, now has, or may have, or which the Executive’s heirs, executors or administrators may have against the Released Parties, by reason of any matter, cause or thing whatsoever from the beginning of the Executive’s employment with the Company to and including the date on which the Executive executes this Separation Agreement (“Separation Agreement”), and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to the Executive’s employment relationship and/or the termination of the Executive’s employment relationship with the Company and its affiliates, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted, which includes any claim or right based upon or arising under any federal, state or local fair employment practices or equal opportunity laws, including, but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act of 1993, the Equal Pay Act, the Employee Retirement Income Security Act (“ERISA”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers’ Benefit Protection Act (“OWBPA”), the Pennsylvania Human Relations Act, including age and sexual harassment claims, the Pennsylvania Equal Pay Law, the Pennsylvania Whistleblower Law, if applicable, the Pennsylvania Pregnancy Guidelines of the Human Relations Commission, if applicable, the Pennsylvania Wage Payment Collection Act, the Pennsylvania Minimum Wage Law, except as prohibited by law, the Pennsylvania Medical Marijuana Act, including any and all amendments to the foregoing, and any other federal, state or local statutes or common law under which the Executive can waive the Executive’s rights, any contracts between the Released Parties and the Executive, and all claims for counsel fees and costs.1 The Executive acknowledges that the Executive has not made any claims or allegations related to sexual harassment or sexual abuse and none of the payments set forth in the Agreement are related to sexual harassment or sexual abuse.
2. In waiving and releasing any and all claims against the Released Parties, whether or not now known to the Executive, the Executive understands that this means that if the Executive
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1 To be updated for applicable state law as of the Termination Date.
later discovers facts different from or in addition to those facts currently known by the Executive, or believed by the Executive to be true, the waivers and releases contained herein will remain effective in all respects, despite such different or additional facts and the Executive’s later discovery of such facts, even if the Executive would not have agreed to the terms of this Separation Agreement if the Executive had prior knowledge of such facts.
3. Notwithstanding anything in this Separation Agreement to the contrary, the Executive does not waive (i) any entitlements under the terms of the Agreement, (ii) the Executive’s existing right to receive vested accrued benefits under any plans or programs of the Company under which the Executive has accrued benefits (other than under any Company separation or severance plan or programs), (iii) any claims that, by law, may not be waived, (iv) any medical claim or any judgment or monetary awards or settlements that may arise related to medical benefits under the group health plan sponsored by the Company, (v) any right to indemnification under the bylaws of the Company, or under any directors and officers insurance policy, with respect to the Executive’s performance of duties as an employee or officer of the Company, (vi) any rights or claims that may arise after the date the Executive executes this Separation Agreement, and (vii) any claim or right the Executive may have under COBRA, for unemployment insurance benefits, workers’ compensation benefits, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable state law.
4. Nothing in this Separation Agreement shall prohibit or restrict the Executive from initiating communications directly with, filing any charge of complaint with, cooperating with, providing confidential information to, or responding to any inquiry from, reporting possible violations of law or regulation to, assisting in an investigation by, or providing testimony before, the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, the Department of Labor, the National Labor Relations Board, any other self-regulatory organization or any other governmental, law enforcement, or regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Executive is not required to advise or seek permission from the Company before engaging in any such activity. Further, nothing in this Separation Agreement shall prohibit any person from making truthful statements when required by law or order of a court or other body having jurisdiction or in conjunction with legal proceedings. Despite the foregoing, the Executive is not permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information that the Executive came to learn during the course of the Executive’s employment with the Company that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege, attorney work product doctrine, and/or other applicable legal privileges. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information. The Executive hereby waives the Executive’s right to receive any individual monetary relief from the Company or any other Released Parties resulting from such claims, regardless of whether the Executive or another party has filed them, and in the event the Executive obtains such monetary relief, the Company will be entitled to an offset for the payments made pursuant to Section 4(b) of the Agreement, except where such limitations are prohibited as a matter of law (e.g., under the Sarbanes-Oxley Act of 2002, 18 U.S.C.A. § 1514A). However, this Separation Agreement does not impact the Executive’s ability to receive and retain an award from a government administered whistleblower award program for providing information directly to a government agency. Please
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take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
5. The Executive agrees to comply with the restrictive covenants and agreements set forth in Section 9 of the Agreement, and all other written restrictive covenants agreements with the Company, including the Executive’s Restrictive Covenants Agreement, dated May 26, 2026, restrictive covenants under equity grants and all confidentiality and other obligations with respect to the Company under the Company’s current Code of Conduct and Ethics, including without limitation non-competition, non-solicitation, confidentiality and insider trading restrictions (collectively, the “Restrictive Covenants”), all of which are incorporated herein by reference. The Executive expressly acknowledges that continuing to comply with the terms of the Restrictive Covenants is a material term of this Separation Agreement. The Executive further acknowledges that in the event that the Company has reason to believe that the Executive has violated any of the Restrictive Covenants, the Executive shall forfeit any unpaid severance amounts and shall return to the Company any severance amounts previously paid, and the Company shall have no further obligation to the Executive.
6. The Executive warrants that the Executive has returned all Company property to the Company, and the Executive has not retained any property of the Company. To the extent that the Executive made use of the Executive’s own personal computing devices (e.g., cell phone, tablet, laptop, thumbdrive, etc.) during employment with the Company, the Executive will deliver such personal computing devices to the Company for review and will permit the Company to delete all Company property and information from such personal computing devices, and/or permit the Company to remotely delete all Company property and information from such personal computing devices.
7. Except as expressly permitted or required by this Separation Agreement or by law and as set forth in Section 4 above, the Executive agrees that, upon the Company’s reasonable notice to the Executive, the Executive shall fully cooperate with the Company in investigating, defending, prosecuting, litigating, filing, initiating or asserting any actual or potential claims or investigations that may be made by or against the Company to the extent that such claims or investigations may relate to any matter in which the Executive was involved (or alleged to have been involved) while employed with the Company or of which the Executive has knowledge by virtue of the Executive’s employment with the Company. Upon submission of appropriate documentation, the Executive hall be reimbursed for reasonable and pre-approved out-of-pocket expenses incurred in rendering such cooperation.
8. Effective on the Executive’s termination date, the Executive shall cease to be a participant in the benefit plans of the Company, except that the Executive’s coverage under the applicable Company health plan shall continue until the end of the calendar month in which the termination date occurs and the Executive may thereafter elect continued health coverage under COBRA, subject to the terms of the health plan and subject to the Executive paying the applicable premiums. The Executive acknowledges that, upon receiving the severance payments and benefits provided for in Section 4 of the Agreement and the first sentence of this Section 8,
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the Executive has received all benefits and amounts due from the Company related to the Executive’s employment with the Company, including all wages, overtime, bonuses, commissions, incentives, sick pay, personal leave and vacation pay to which the Executive is entitled and that no other amounts are due to the Executive other than as set forth in the Agreement. The Executive also acknowledges that the Executive was provided any leaves to which the Executive was entitled in connection with the Executive’s employment with the Company. Notwithstanding the foregoing, nothing in this Separation Agreement is a waiver, modification or forfeiture of any vested accrued benefit that the Executive may have under the Company’s benefit plans.
9. It is expressly understood and agreed that this Separation Agreement, and any acts undertaken hereunder, shall not be construed as an admission of liability or wrongdoing on the part of the Company under any law, statute, regulation or ordinance.
10. This Agreement and all matters arising out of, or relating to, this Separation Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles. Notwithstanding the foregoing, and for the avoidance of any doubt, if a Company benefit plan or other employment-related agreement provides in writing that it shall be governed by the laws of another state, then all matters arising out of, or relating to, such benefit plan or other employment-related agreement shall be governed by, and construed in accordance with, the laws of the state designated in such benefit plan or other employment-related agreement.
11. Any action arising out of, or relating to, any of the provisions of this Separation Agreement shall be brought and prosecuted only in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Delaware County, Pennsylvania, and the jurisdiction of such court in any such proceeding shall be exclusive. The Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers.
12. If any provision of this Separation Agreement is construed to be invalid, unlawful or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto, except that, in the event the release in Section 1 of this Separation Agreement is held to be unlawful, invalid or unenforceable, any severance payments made pursuant to this Separation Agreement shall be returned to the Company and no further consideration shall be due. If any covenant or agreement is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form.
13. The parties agree that this Separation Agreement may not be altered, amended or modified, in any respect, except by a writing duly signed by both parties.
14. The parties understand that no promise, inducement or other agreement not expressly contained herein has been made conferring any benefit upon them, that this Separation Agreement contains the entire agreement between the parties with respect to the subject matter hereof, including any agreements incorporated by reference herein and exhibits attached hereto,
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and that the terms of this Separation Agreement are contractual and not recitals only. For the avoidance of doubt, the Executive agrees that the Executive shall remain subject to all Restrictive Covenants, and such Restrictive Covenants will continue in effect according to their terms.
15. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or an exemption, and the provisions of this Section shall apply notwithstanding any provisions of this Separation Agreement to the contrary. Severance benefits under this Separation Agreement are intended to be exempt from Section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. All payments to be made upon a termination of employment under this Separation Agreement may only be made upon a “separation from service” under Section 409A of the Code. For purposes of Section 409A of the Code, the right to a series of installment payments under this Separation Agreement shall be treated as a right to a series of separate payments and each payment shall be treated as a separate payment. With respect to any payments that are subject to Section 409A of the Code, in no event shall the Executive, directly or indirectly, designate the calendar year of a payment. With respect to any payments that are subject to Section 409A of the Code, in no event shall the timing of the Executive’s execution of this Separation Agreement, directly or indirectly, result in the Executive designating the calendar year of payment of any severance amount, and if a payment of any severance amount is subject to Section 409A of the Code and could be made in more than one taxable year, based on timing of the execution of this Separation Agreement, payment shall be made in the later taxable year. Any reimbursements and in-kind benefits provided under this Separation Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code. The Company makes no representations with respect to Section 409A of the Code, and the Company shall have no liability with respect to taxation under Section 409A of the Code.
16. The Executive acknowledges that, upon receiving the payments and benefits provided for in Section 4 of the Agreement, the Executive has received all benefits and amounts due from the Company related to the Executive’s employment with the Company, including all wages, overtime, bonuses, commissions, incentives, sick pay, personal leave and vacation pay to which the Executive is entitled and that no other amounts are due to the Executive other than as set forth in the Agreement. The Executive also acknowledges that the Executive was provided any leaves to which the Executive was entitled in connection with the Executive’s employment with the Company. Notwithstanding the foregoing, nothing in this Separation Agreement is a waiver, modification or forfeiture of any vested accrued benefit that the Executive may have under the Company’s benefit plans.
17. The Executive hereby acknowledges that:
(a) The Company advises the Executive to consult with an attorney before signing this Separation Agreement;
(b) The Executive has obtained independent legal advice from an attorney of the Executive’s own choice with respect to this Separation Agreement or the Executive has knowingly and voluntarily chosen not to do so;
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(c) The Executive freely, voluntarily and knowingly entered into this Separation Agreement after due consideration;
(d) The Executive had at least twenty-one (21) days to review and consider this Separation Agreement;
(e) If the Executive knowingly and voluntarily chooses to do so, the Executive may accept the terms of this Separation Agreement on or after the termination date but before the twenty-first (21st) day of the consideration period provided for above has expired;
(f) The Executive is signing this Separation Agreement on or after the Executive’s termination date;
(g) The Executive has a right to revoke this Separation Agreement by notifying __________ at the Company in writing within seven days of the Executive’s execution of this Separation Agreement. Unless revoked, this Separation Agreement will become effective on the eighth day following its execution;
(h) Changes to the Company’s offer contained in this Separation Agreement that are immaterial will not restart the consideration period;
(i) In exchange for the Executive’s waivers, releases and commitments set forth herein, including the Executive’s waiver and release of all claims arising under the ADEA and OWBPA, the payments, benefits and other considerations that the Executive is receiving pursuant to this Separation Agreement exceed any payment, benefit or other thing of value to which the Executive would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein; and
(j) No promise or inducement has been offered to the Executive, except as expressly set forth herein, and the Executive is not relying upon any such promise or inducement in entering into this Separation Agreement.
THE EXECUTIVE REPRESENTS THAT THE EXECUTIVE HAS READ THE TERMS OF THIS SEPARATION AGREEMENT, THAT THIS SEPARATION AGREEMENT IS WRITTEN IN A MANNER THAT THE EXECUTIVE CAN UNDERSTAND AND THAT THE COMPANY HAS NOT MADE ANY REPRESENTATIONS CONCERNING THE TERMS OR EFFECTS OF THIS SEPARATION AGREEMENT OTHER THAN THOSE CONTAINED HEREIN.
THE EXECUTIVE FREELY AND VOLUNTARILY AGREES TO ALL THE TERMS AND CONDITIONS HEREOF, AND SIGNS THE SAME AS THE EXECUTIVE’S OWN FREE ACT.
I hereby execute this Separation Agreement as of ____________.
Executive
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## EX-10.16 AMENDMENT TO R. THORNBERRY EMPLOYMENT AGREEMENT
SEC source: [rdn-ex10_16.htm](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_16.htm)
EXHIBIT 10.16
2026 AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS 2026 AMENDMENT (this “Amendment”) between Radian Group Inc. (the “Company”) and Richard G. Thornberry (the “Executive”), dated May 21, 2026, amends the Amended and Restated Employment Agreement between the Executive and Radian, originally effective February 8, 2017, as most recently amended and restated effective as of July 1, 2023 (the “Employment Agreement”).
RECITALS
WHEREAS, pursuant to the terms of the Employment Agreement, the Executive is employed by the Company and serves as the Company’s Chief Executive Officer;
WHEREAS, Section 26 of the Employment Agreement provides that the Employment Agreement may be changed by a written document signed by the Executive and the Company;
WHEREAS, the Company and the Executive desire to amend the Employment Agreement to reflect the Executive’s anticipated retirement from his position as Chief Executive Officer of the Company and transition thereafter to a strategic advisor to the Company; and
WHEREAS, capitalized terms used, but not defined herein, shall have the meanings given to them in the Employment Agreement.
NOW, THEREFORE, the Company and the Executive hereby agree that the Employment Agreement is hereby amended as follows:
1. Section 1(b) of the Employment Agreement (“Duties”) is hereby amended to read in its entirety as follows:
“(b) Duties.
i. During the Term through August 12, 2026 (the “CEO Term”), the Executive shall serve as the Chief Executive Officer of the Company (“CEO”) with duties, responsibilities and authority commensurate therewith and shall report to the Board of Directors of the Company (the “Board”). During the CEO Term, the Executive shall perform all duties and accept all responsibilities incident to such position as is set forth in the Company’s Guidelines of Corporate Governance (as in effect on the Effective Date or as may be modified thereafter after consultation with the Executive) and as otherwise may be reasonably assigned to the Executive by the Board, consistent with his position as CEO and subject to his consent. The Executive shall continue to be a member of the Board during the CEO Term. During the CEO Term, after a Chief Executive Officer-Elect (the “CEO Elect”) is appointed, the Executive shall assist the CEO-Elect in preparing to assume the role
of CEO as is consistent with the CEO position. The Executive represents to the Company that the Executive is not subject to or a party to any employment agreement, non-competition covenant, or other agreement that would be breached by, or prohibit the Executive from executing, this Agreement and performing fully the Executive’s duties and responsibilities hereunder.
ii. Effective as of 11:59 pm on August 12, 2026 (the “Transition Date”), the Executive shall cease serving as the CEO, as a member of the Board, and as an officer and director of the Company and each of the Company’s subsidiaries. After the Transition Date, through December 31, 2026 (the “Transition Period”), the Executive shall continue in employment with the Company, providing services to the Company as a strategic advisor, consistent with the Executive’s experience and expertise, as reasonably requested by the new CEO. The parties anticipate that such services shall be at a level that is more than 20% of the average level of services the Executive performed as CEO over the 36-month period immediately preceding the Transition Date. During the Transition Period, the Company will continue to provide the Executive with administrative support services at the same level provided to the Executive immediately prior to the Transition Date. Notwithstanding anything to the contrary in Section 1(d) below, any travel for business in the course of performing the Executive’s duties for the Company during the Transition Period is subject to the Executive’s consent and, to the extent the Executive travels for business by air or rail in the course of performing his duties for the Company during the Transition Period, the Executive may be booked in first class, or, if first class is not available, in business class. The terms of the Employment Agreement, as amended by this Amendment, shall continue in effect, and the Executive shall continue to serve the Company faithfully through, December 31, 2026.
iii. As of December 31, 2026, the Executive’s retirement from the Company shall become effective, and the Executive’s employment with the Company shall terminate on that date as a voluntary termination of employment without Good Reason. For purposes of section 409A of the Code (as defined below), the parties intend that the Executive will have undergone a “separation from service,” within the meaning of section 409A of the Code, from the Company on December 31, 2026.”
2. Section 2(c) of the Employment Agreement is hereby amended by adding the following provision to the end:
“For the avoidance of doubt, as required pursuant this Section 2(c), the Executive shall receive an LTI award for 2026, subject to the terms set forth in the applicable grant agreement and in accordance with the terms of this Section 2(c) and Section 2(d) below, with such award to be granted at the same time as 2026 LTI awards are granted to the Company’s other named executive officers. Without limiting the scope of the foregoing, the LTI award for 2026 shall (i) contain retirement-based vesting provisions, as determined by the Compensation Committee after consultation with the Executive, that define retirement as termination of employment after either attainment of age 55 with at least 10 years of service or attainment of age 65 with at least
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5 years of service, with the result that the Executive shall be 100% vested in the RSU award upon retirement and the entire PSU award shall remain outstanding after retirement and shall vest based on performance as of the end of the applicable performance period; and (ii) shall have a grant date value of at least $7,000,000, with grant date value calculated in the same way that the Company calculates grant date value for determining the number of shares subject to the 2026 LTI awards to other named executive officers of the Company.”
3. Section 6(h) of the Employment Agreement is hereby amended by adding the following provision to the end:
“If the Executive (1) remains employed in good standing pursuant to this Agreement until December 31, 2026, (2) pursuant to the requirements of the STI Plan, timely executes and does not revoke an effective release of claims, the form of which is attached hereto as Exhibit C, and (3) complies with the Restrictive Covenants (as defined in the Separation Agreement), the Executive will receive the following:
(x) The Company shall pay the Executive an incentive award under the STI Plan for the 2026 performance period (the “STI Award”). The Executive’s STI Award will be equal to an amount determined by multiplying the Executive’s target short-term incentive award for 2026 by the corporate funding level percentage approved by the Compensation Committee for the Company’s 2026 performance against the performance metrics established for the 2026 performance period under the STI Plan. The STI Award, if any, will be paid in a cash lump sum in 2027 on the same date that incentive awards under the STI Plan are paid to other Company employees in 2027, and no later than March 15, 2027.
(y) As of January 1, 2026, the Company will enter into a consulting agreement with the Executive, which is attached hereto as Exhibit D (the “Consulting Agreement”).”
4. The Executive hereby confirms that his transition from CEO to strategic advisor as contemplated by this Amendment shall not constitute “Good Reason” under the Employment Agreement or under any grant agreements for outstanding equity grants. In addition, Section 12(c) of the Employment Agreement (“Good Reason”) is hereby amended to read in its entirety as follows, effective as of the Transition Date:
“‘Good Reason’ shall mean any action or inaction that constitutes a material breach of this Agreement by the Company (which, for the avoidance of doubt, shall include, but not be limited to, any requirement that Executive’s principal place of employment be other than at a virtual office of his choosing).
In order to terminate employment for Good Reason, the Executive must provide a written notice of termination with respect to termination for Good Reason to the Company within 60 days after the event constituting Good Reason has occurred. The Company shall have a period of 30 days in which it may correct the act, or the failure to act, that gave rise to the Good Reason event as set forth in the notice of termination. If the Company does not correct the act, or the failure to act, the Executive must terminate employment for Good Reason within 30
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days after the end of the cure period, in order for the termination to be considered a Good Reason termination.”
5. Section 19 of the Employment Agreement (“Legal Fees”) is hereby amended to read in its entirety as follows:
“Legal Fees. The Company shall reimburse the Executive for up to $20,000 of documented legal fees that are reasonably related to the Executive’s review and negotiation of any amendments to this Agreement, including any exhibits thereto.”
6. In all respects not modified by this Amendment, the Employment Agreement is hereby ratified and confirmed.
7. This Amendment may be executed and delivered originally or electronically and in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Amendment effective as of the date first above written.
RADIAN GROUP INC.
By:___/s/ Mary Dickerson_________ Date: _May 21, 2026____________________
Name: _Mary Dickerson
Title: Senior Executive Vice President,
Chief People and Operating Officer
EXECUTIVE
By:__/s/ Richard G. Thornberry_________ Date: _May 21, 2026____________________
Richard G. Thornberry
5/19/26
EXHIBIT C
RELEASE
This Release (“Release”), dated ______________, is made by and between Richard G. Thornberry (“Employee”) and Radian Group Inc. (“Radian”). Employee and Radian are parties to this Agreement and are collectively referred to herein as the “Parties.”
As used in this Agreement, any reference to Employee shall include Employee, and in their capacities as such, Employee’s heirs, administrators, representatives, executors, legatees, successors, agents and assigns. As used in this Release, any reference to the “Company” shall mean Radian and each subsidiary of Radian.
Release.
In further consideration of the compensation provided to Employee pursuant to the Amendment dated May 21, 2026 (the “2026 Amendment”) to the Amended and Restated Employment Agreement between Employee and Radian entered into effective July 1, 2023(as amended, the “Employment Agreement”) (other than the Accrued Obligations (as defined in the Employment Agreement), which shall be paid regardless of this Release), Employee hereby agrees, subject to and without waiving any rights identified in Paragraph 2, Permitted Conduct, of this Release, to the maximum extent permitted by law, to irrevocably and unconditionally RELEASE AND FOREVER DISCHARGE the Company and each of its and their past or present parents, subsidiaries and affiliates, their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company and of the Company’s past or present parents, subsidiaries or affiliates, and the past or present trustees, administrators, agents or employees of all such pension and employee benefit plans (hereinafter collectively included within the term the “Released Parties”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, whether known or unknown, which Employee may have, or which Employee’s heirs, executors or administrators may have against the Released Parties, by reason of any matter, cause or thing whatsoever from the beginning of Employee’s employment with the Company to and including the date on which Employee executes this Release, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Employee’s employment relationship and/or the termination of Employee’s employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future, which includes any claim or right based upon or arising under any federal, state or local fair employment practices or equal opportunity laws, including, but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act of 1993, the Equal Pay Act, the Employee Retirement Income Security Act (“ERISA”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers’ Benefit Protection Act (“OWBPA”), Florida Civil Rights Act, including age and sexual harassment claims, Florida Omnibus AIDS Act, Florida Wage Discrimination Law, Florida Discrimination against Education Employees, Florida Discrimination Against Military Personnel, retaliation provision
of Florida Workers Compensation Act (Fla. Stat. Ann. Section 440.205), the Florida Discrimination on the basis of Sickle Cell Trait Law, the Florida Equal Pay Act, Florida Fair Housing Act, Florida Private Sector Whistleblower’s Act, Florida minimum wage and wage payment laws, Fla. Const. art. X, Section 24, retaliation provision of the Florida False Claims Act (Fla. Stat. Ann. Section 68.088), Missouri Fair Employment Practices Act;, Missouri Human Rights Act, Missouri Equal Pay Act, Missouri Service Letter statute, Missouri Minimum Wage Law, Missouri Wage Payment Law, Pennsylvania Human Relations Act, including age and sexual harassment claims, Pennsylvania Equal Pay Law, Pennsylvania Whistleblower Law, if applicable, the Pennsylvania Wage Payment Collection Act, including any and all amendments thereto, and any other federal, state or local statutes or common law under which Employee can waive Employee’s rights, any contracts between the Released Parties and Employee, and all claims for counsel fees and costs. Employee acknowledges that Employee has not made any claims or allegations related to sexual harassment or sexual abuse and none of the payments set forth in this Release are related to sexual harassment or sexual abuse.
In waiving and releasing any and all claims against the Released Parties, whether or not now known to Employee, Employee understands that this means that if Employee later discovers facts different from or in addition to those facts currently known by Employee, or believed by Employee to be true, the waivers and releases of this Release will remain effective in all respects, despite such different or additional facts and Employee’s later discovery of such facts, even if Employee would not have agreed to this Release if Employee had prior knowledge of such facts.
Notwithstanding anything in this Release to the contrary, Employee does not waive (1) any entitlements under the terms of the 2026 Amendment, (2) Employee’s existing right to receive vested accrued benefits under any plans or programs of the Company under which Employee has accrued benefits (other than under any Company separation or severance plan or programs), (3) any claims that, by law, may not be waived, (4) any rights or claims that may arise after the date Employee executes this Release, (5) any right to indemnification under the bylaws of the Company, under a contractual indemnification agreement with the Company or under any directors and officers insurance policy, with respect to Employee’s performance of duties as an employee or officer of the Company, and (6) any claim or right Employee may have under COBRA, for unemployment insurance benefits, workers’ compensation benefits, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable state law.
Permitted Conduct. Nothing in this Release shall prohibit or restrict Employee from initiating communications directly with, filing any charge of complaint with, cooperating with, providing relevant information to, responding to any inquiry from, assisting in an investigation by, or providing testimony before, the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, the Department of Labor, the National Labor Relations Board, or any other federal, state or local regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Employee is not required to advise or seek permission from the Company before engaging in any such activity. Further, nothing in this Release shall prohibit any person from making truthful statements when required by law or order of a court or other body having jurisdiction or in conjunction with legal proceedings. Despite the foregoing, Employee is not
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permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information that Employee came to learn during the course of Employee’s employment with the Company that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege, attorney work product doctrine, and/or other applicable legal privileges. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information. Employee hereby waives Employee’s right to receive any individual monetary relief from the Released Parties resulting from such claims, regardless of whether Employee or another party has filed them, and in the event Employee obtains such monetary relief, the Company will be entitled to an offset for the payments made pursuant to the 2026 Amendment (other than Accrued Obligations), except where such limitations are prohibited as a matter of law (e.g., under the Sarbanes-Oxley Act of 2002, 18 U.S.C.A. Section 1514A). However, this Release does not impact Employee’s ability to receive and retain an award from a government administered whistleblower award program for providing information directly to a government agency. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. Sections 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
Restrictive Covenants.
Employee agrees to comply with the restrictive covenants and agreements set forth in the Restrictive Covenants Agreement between Employee and Radian dated February 8, 2017, and all other written restrictive covenants and agreements with the Company containing non-competition, non-solicitation, confidentiality, inventions assignment, non-disparagement and other restrictive covenants, including Paragraph 3(b) below (collectively, the “Restrictive Covenants”), all of which are incorporated herein by reference. Employee expressly acknowledges that continuing to comply with the terms of the Restrictive Covenants is a material term of this Release. Employee acknowledges that in the event that Employee breaches any of the Restrictive Covenants, Radian shall be obligated to provide only the Accrued Obligations, and all other payments under Section 6 of the Employment Agreement shall cease. In such event, Radian may require that the Executive repay all amounts theretofore paid to him pursuant to the 2026 Amendment (other than the Accrued Obligations), and in such case, Employee shall promptly repay such amounts on the terms determined by Radian.
Employee agrees that Employee will not make or authorize any written or oral statements that are false or defamatory about the Company or the Company’s directors, officers or employees. This clause does not affect Employee’s rights under Paragraph 2 (Permitted Conduct) above.
Radian agrees that (i) the Company shall not, and (ii) the Chair of the Board shall direct Radian’s senior executive officers and members of the Board to not, make or authorize any written or oral statements that are false or defamatory about Employee.
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Notwithstanding the foregoing, nothing in Paragraph 3(b) or 3(c) shall prevent any person from (1) responding publicly by a truthful statement to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement, (2) making any truthful statement to the extent (i) necessary with respect to any litigation, arbitration or mediation involving the Employment Agreement, the 2026 Amendment, this Release (including, but not limited to, the enforcement of this Release) or any employee benefit plans or equity compensation plans sponsored by the Company in which Employee is a participant, or (ii) required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body or (3) with respect to Employee, exercising Employee’s rights under Paragraph 2.
Notwithstanding anything to the contrary herein or in the Restrictive Covenants, nothing in this Release or in Restrictive Covenants is intended to limit the exercise of Employee’s rights under Section 7 of the National Labor Relations Act (“NLRA”), including communicating with others regarding Employee’s terms and conditions of employment.
Controlling Law. This Release and all matters arising out of, or relating to, this Release shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles. Notwithstanding the foregoing, and for the avoidance of any doubt, if a Company benefit plan or other employment-related agreement provides in writing that it shall be governed by the laws of another state, then all matters arising out of, or relating to, such benefit plan or other employment-related agreement shall be governed by, and construed in accordance with, the laws of the state designated in such benefit plan or other employment-related agreement.
Jurisdiction. Any action arising out of, or relating to, any of the provisions of this Release shall be brought and prosecuted only in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Delaware County, Pennsylvania, and the jurisdiction of such court in any such proceeding shall be exclusive. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers.
Severability. If any provision of this Release is construed to be invalid, unlawful or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto, except that, in the event the release in Paragraph 1 of this Release is held to be unlawful, invalid or unenforceable, any payments made pursuant to the 2026 Amendment (other than Accrued Obligations) shall be returned to the Company and no further consideration shall be due. If any covenant or agreement is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form.
Entire Agreement. The Parties understand that no promise, inducement or other agreement not expressly contained herein has been made conferring any benefit upon them; that this Release contains the entire agreement between the Parties with respect to the subject matter hereof (except as provided in the following sentence), and that the terms of this Release are contractual and not recitals only. Notwithstanding the foregoing, Employee agrees that
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Employee shall remain subject to all Restrictive Covenants, and such Restrictive Covenants will continue in effect according to their terms and the Company agrees that it shall remain subject to all applicable provisions of the Employment Agreement and the 2026 Amendment.
ACKNOWLEDGEMENT. Employee hereby acknowledges that:
The Company advises Employee to consult with an attorney before signing this Release;
Employee has obtained independent legal advice from an attorney of Employee’s own choice with respect to this Release or Employee has knowingly and voluntarily chosen not to do so;
Employee freely, voluntarily and knowingly entered into this Release after due consideration;
Employee has had at least 21 days to review and consider this Release;
If Employee knowingly and voluntarily chooses to do so, Employee may accept the terms of this Release on or after the date of Employee’s termination of employment but before the 21 day consideration period provided for above has expired;
Employee is signing this Release on or after the date of Employee’s termination of employment;
Employee has a right to revoke this Release by notifying the Senior Executive Vice President, General Counsel of Radian at Radian’s corporate headquarters in writing within seven days following Employee’s execution of this Release. Unless revoked, this Release will become effective on the eighth day following its execution (the “Effective Date”);
Changes to this Release before its execution, whether material or immaterial, do not restart the consideration period;
In exchange for Employee’s waivers, releases and commitments set forth herein, including Employee’s waiver and release of all claims arising under the ADEA and OWBPA, the payments, benefits and other considerations that Employee is receiving pursuant to this Release exceed any payment, benefit or other thing of value to which Employee would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein;
No promise or inducement has been offered to Employee, except as expressly set forth herein, and Employee is not relying upon any such promise or inducement in entering into this Release; and
EMPLOYEE REPRESENTS THAT EMPLOYEE HAS READ THE TERMS OF THIS RELEASE, THAT THIS RELEASE IS WRITTEN IN A MANNER THAT EMPLOYEE CAN UNDERSTAND AND THAT THE COMPANY HAS NOT MADE ANY REPRESENTATIONS CONCERNING THE TERMS OR EFFECTS OF THIS RELEASE
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OTHER THAN THOSE CONTAINED HEREIN. EMPLOYEE FREELY AND VOLUNTARILY AGREES TO ALL THE TERMS AND CONDITIONS HEREOF, AND SIGNS THE SAME AS EMPLOYEE’S OWN FREE ACT.
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5/19/26
IN WITNESS WHEREOF, and intending to be legally bound, the Parties agree to the terms of this Release.
Date: Radian Group Inc.
By: Name: Mary Dickerson Title: Senior Executive Vice President,
Chief People and Operating Officer
Date: By:
Richard G. Thornberry
EXHIBIT D
CONSULTING AGREEMENT
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## EX-10.17 CONSULTING AGREEMENT BETWEEN RADIAN GROUP INC. AND RICHARD G. THORNBERR
SEC source: [rdn-ex10_17.htm](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex10_17.htm)
EXHIBIT 10.17
EXHIBIT D
CONSULTING AGREEMENT
_______________,2026
Richard G. Thornberry
[address omitted]
Re: Consulting Services for Radian Group Inc.
Dear Rick:
This letter agreement sets forth the terms of the agreement between you and Radian Group Inc. (“Radian”) relating to certain consulting services that you will provide as an independent contractor to Radian and its subsidiaries and affiliated companies (collectively, the “Company”).
1. Services.
a. Commencing January 1, 2027 (the “Commencement Date”) and until June 30, 2027, you shall provide consulting services to the Company as described on the attached Appendix A (the “Services”). You shall exercise reasonable skill and care in providing the Services hereunder, and shall perform the Services in a professional manner, consistent with industry standards. You shall provide the Services to the Company at such times and in such manner as reasonably requested by Radian’s Chief Executive Officer and consistent with your senior executive experience and expertise with the Company. No other person may perform the Services under this letter agreement without Radian’s prior written consent.
b. You and Radian agree that it is anticipated that you will render the Services each month at a level that will not exceed 20% of the average level of your services as an employee of Radian over the 36-month period preceding the Commencement Date.
2. Independent Contractor Relationship. You shall perform the Services as an independent contractor to the Company. Nothing in this letter agreement shall be construed to create any association, partnership, joint venture or relationship of principal and agent or employer and employee between you and the Company or to provide any party with the right, power or authority to create any such duty or obligation on behalf of the other party. You shall not hold out yourself as an affiliate, agent, officer, director or employee of or partner, joint venturer, co-principal or co-employer with the Company. Nothing herein shall prevent you from referring to yourself as a consultant to the Company. As a consultant, you shall have discretion over your working methods, hours, and means of operation. The Company is solely interested in the results
of your work and shall have no right to direct or control your activities or the manner in which you achieve its desired results. You shall not be treated as an employee of the Company for any purpose, including, without limitation, for the purposes of any employee or fringe benefits provided by the Company to its employees including, without limitation, employee insurance, savings, medical, health care, fringe benefit, equity compensation, deferred compensation or bonus plans, or for withholding tax purposes. There is no employer/employee relationship established by this letter agreement, nor does this letter agreement or the Services hereunder create a promise, actual or implied, of future employment with the Company or any other entity, or for a right to any compensation in lieu of an offer of such employment.
3. Consulting Fee. As full and exclusive consideration for the Services, Radian shall pay you a fee as described on the attached Exhibit A.
4. Location of Performance of Services. It is anticipated that you will primarily perform the Services remotely from your home office or other location selected by you. Although it is not expected to be necessary, if you travel in connection with providing the Services, Radian will reimburse you for the reasonable expenses related to your travel as requested by Radian, in accordance with Radian’s business expense reimbursement policies. Notwithstanding anything to the contrary in this Section 4, any travel for business in the course of performing your duties for the Company under this Agreement is subject to your consent and, to the extent you travel for business by air or rail in the course of performing your duties for the Company under this Agreement, you may be booked in first class, or, if first class is not available, in business class.
5. Compliance with Restrictive Covenants. You agree that your continuing obligations under Section 5 of the Separation and Release Agreement between you and Radian, to which this letter agreement is attached as a schedule, shall remain in full force and effect during and after the Term (as defined below) and are hereby incorporated by reference.
6. Proprietary Information and Works.
a. The term “Proprietary Information” includes but is not limited to the Company’s modes and methods of conducting its business and marketing activities, its trade secrets, customer lists, investor lists, independent consultant lists, partner lists, copyrighted and non-copyrighted or non-protected computer software programs, techniques of operation, financial structure and information, inventions, improvements, enhancements, sources of development, technical developments, trademarks, computer programs, know-how, techniques, data, discoveries, copyrightable works, and other information, ideas, inventions or documents regarding the business or technology of the Company. Without limiting the foregoing, Proprietary Information also includes the Company’s business plans, strategies and proposals, past or future financings, marketing plans and strategies, forecasts, pricing information and strategies, the names, contacts and preferences of past, current and prospective independent consultants and customers, the salaries, duties, qualifications, performance levels, and terms of compensation of employees and consultants, and/or the Company’s actual or anticipated business, research or development. Proprietary Information includes the items set forth above whether or not developed or created by the Company. Proprietary Information is and shall at all times remain the Company’s property. Work (as defined below) owned by or assigned to the Company pursuant to this letter agreement shall be considered part of the Proprietary Information.
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b. The term “Work” shall mean any work of authorship, text, writing, art, graphics, web site materials, manuals, documentation, photographs, research, including interviews, information stored in any media, software, computer code (including both source code and object code), invention, discovery, know-how, idea, trade secret, technique, formula, machine, method, model, process, product, device, composition, program, design, confidential information, proprietary information or configuration of any kind.
c. The term “Consultant Proprietary Information and Work” shall mean any Proprietary Information or Work created, discovered, produced, made, written, developed or conceived by you, alone or with others, whether or not patentable or copyrightable, in connection with the Services provided to the Company at any time while you are engaged by the Company. For the avoidance of doubt, Consultant Proprietary Information and Work shall not include any proprietary information or Work created, discovered, produced, made, written, developed or conceived by you, alone or with others, whether or not patentable or copyrightable, that does not relate to the Company or the Services.
d. You shall, within a reasonable period of time, communicate to the Company, in writing, all Consultant Proprietary Information and Work. For the purpose of this letter agreement, a reasonable period of time means a period of time that allows the Company to exploit the Consultant Proprietary Information and Work in the existing and reasonably contemplated operation of the Company.
e. You shall not, without the prior written consent of Company, make use of or incorporate into any Work (or require for the use, operation or maintenance of any Work) any materials, technology, software or intellectual property created, developed or authored by any third party.
f. You acknowledge that all Consultant Proprietary Information and Work shall be deemed a work-made-for-hire and shall be the property of the Company. To the extent that any such Consultant Proprietary Information or Work is not, by operation of law or otherwise, deemed to be the property of the Company, you agree to assign, transfer and convey, hereby assign, transfer and convey, and hereby cause the assignment, transference and conveyance, to the Company of all right, title and interest in and to all Consultant Proprietary Information and Work for the territory of the United States and its possessions and territories and all foreign countries, as well as complete ownership of all United States and foreign patent applications, including provisionals, non-provisionals, divisions, continuations, continuations-in-part, requests for continued examinations, utility models, PCT applications and designs and any other related United States and foreign applications and equivalents thereof, along with the right to claim priority to such applications under any treaty relating thereto (“Applications”), all United States and foreign patents, utility models, inventor’s certificates and designs and all equivalents thereof which may be granted for said Applications, including extensions, renewals, reissues and reexamination certificates thereof (“Patents”), trademarks, copyrights, trade secrets and other intellectual property rights which the Company may desire to secure with respect to such Proprietary Information and Work. You further agree, both during the Term and thereafter, to cooperate with the Company in procuring such Applications, Patents, trademarks, copyrights, trade secrets, and other intellectual property rights, including executing or causing the execution of all assignments and any other documents necessary or incidental to such processes, all without further payment or
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consideration. In the event the Company is unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and appoint the Company as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such Applications or other document and do all other lawfully permitted acts to further the prosecution and issuance of Patents, trademarks, copyrights or other intellectual property rights related to the Consultant Proprietary Information and Work with the same legal force and effect as if you had executed them. You agree that this power of attorney is coupled with an interest. You shall keep the Company apprised of your mailing address and telephone number for two years after the end of the Term to assist in execution of any such instrument or papers. You agree that the Company shall have the sole right to use, exploit, merchandise, and publish the Consultant Proprietary Information and Work in any form and in any and all media, whether now known or hereafter devised, throughout the world, in all languages, as the Company in its sole discretion shall determine. You further agree to protect such Consultant Proprietary Information and Work from disclosure to persons outside the Company, except as the Company shall direct in writing. Any use of the Consultant Proprietary Information and Work by you is at the sole discretion of and subject to prior written approval from the Company. At the end of the Term, to the extent not already disclosed to the Chief Executive Officer, other senior executives of the Company or appropriate executives as designated by the Company, you agree to promptly disclose any Consultant Proprietary Information and Works so that the Company may confirm its ownership.
g. In the event that the Consultant Proprietary Information and Work, Applications or Patents, trademarks, copyrights, trade secrets and other intellectual property rights relating thereto are not deemed a work-made-for-hire for the Company or are not fully assigned herein to the Company for any reason whatsoever, you hereby grant the Company an exclusive, irrevocable, fully-paid, royalty-free, fully-transferable, perpetual, worldwide license in and to all such Consultant Proprietary Information and Work and Applications, Patents, trademarks, copyrights, trade secrets and other intellectual property rights relating thereto. Pursuant to such license, the Company shall have the right to use the whole Consultant Proprietary Information and Work, any part or parts thereof, or none of the Consultant Proprietary Information and Work, as the Company sees fit. The Company may alter the Consultant Proprietary Information and Work, add to it, or combine it with any other Consultant Proprietary Information and Work or other materials, in its sole discretion.
h. To the fullest extent allowed by law, you hereby expressly and irrevocably waive in favor of the Company or its nominee, any and all moral rights arising under statute, treaty or at common law that you have now or may have in the future with respect to any Consultant Proprietary Information and Work. Such moral rights include, without limitation, the right to attribution of authorship, the right to restrain distortion and modification and the right to prohibit any use of any such Consultant Proprietary Information and Work in association with a product, service, cause or institution that might be prejudicial to your honor or reputation.
i. If any other person provides Services under this letter agreement (subject to Section 1 above, which requires Radian’s consent), you shall require each of your employees, agents, contractors, and representatives to execute written agreements securing for the Company the rights provided for in this Section 6 prior to such employee, agent, contractor, or representative providing any Services under this letter agreement.
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j. You further agree that you will not seek, and that you will require your employees, agents, contractors, and representatives not to seek, patent, copyright, trademark, trade secret, registered design or other protection for any rights in any inventions, Consultant Proprietary Information and Work, works of authorship, proprietary data or other materials developed pursuant to this letter agreement. You will not use, register, or take other action with respect to any name, trade name, brand name, logo, trademark, service mark, or other identifier used anywhere in the world by the Company.
k. At its discretion, the Company may employ other vendors for the same or similar services as provided under this letter agreement.
7. Remedies. You acknowledge that because the Services are personal and unique and you will have access to and have become and will become acquainted with the Confidential Information of the Company, and because any breach by you of any of the restrictive covenants and agreements contained in Sections 5 and 6 of this letter agreement may result in irreparable injury and damage for which money damages would not provide an adequate remedy, the Company shall have the right to enforce Sections 5 and 6 of this letter agreement by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach, or threatened breach, of the restrictive covenants and agreements set forth in Sections 5 and 6 of this letter agreement. You agree that in any action in which the Company seeks injunction, specific performance or other equitable relief, you will not assert or contend that any of the provisions of Sections 5 and 6 are unreasonable or otherwise unenforceable. If and to the extent that a court of competent jurisdiction determines that you have breached Sections 5 and 6 of this letter agreement, in addition to and without limitation of any additional rights or remedies, in law or in equity, available to the Company, no further payments will be made under this letter agreement, and this letter agreement shall immediately terminate.
8. Taxes and Insurance. You shall perform the Services to be provided hereunder as an independent contractor. You shall be responsible for the payment of all applicable taxes arising from your performance of, and payment received for, the Services, including without limitation any income tax, social security, withholding tax, unemployment insurance, medical insurance, liability insurance, worker’s compensation insurance, self-employment taxes, or any other type of similar expense. The parties agree that the Company shall not withhold any amounts for taxes or pay any of the taxes or fees contemplated in the preceding sentence in connection with your Services to the Company. The Company will report all compensation income under this letter agreement on a Form 1099. You agree to indemnify and hold the Company harmless from any liability the Company may incur resulting from or arising out of your failure to make tax payments. You are solely responsible for maintaining appropriate policies of insurance, in your sole discretion, to cover any such contingencies.
9. Indemnification. The Company shall indemnify you and hold you harmless for and against all losses, damages, costs, charges, reasonable counsel or other fees, payments expenses and liabilities arising out of or attributable to (i) the Company’s refusal or failure to comply with the terms of this Agreement; (ii) the Company’s lack of good faith, gross negligence or willful misconduct with respect to the Company’s performance under or in connection with this Agreement; and (iii) all actions taken by you under this Agreement in good faith without gross
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negligence, willful misconduct or reckless disregard of your duties. You shall not be liable for, and shall be entitled to rely upon, and act upon information, records and reports generated or provided by the Company, advice of the Company, or of counsel for the Company, and shall be without liability for any action reasonably taken or reasonably omitted pursuant to such material.
10. Consultant Representations.
a. You represent and warrant to Radian that:
(i) your execution and delivery of this letter agreement and the performance of the Services will not violate the provisions of any agreement to which you are a party or are otherwise bound (including without limitation, confidentiality, non-competition and non-solicitation obligations) or any governmental policy, regulation or law, including any judicial decree or order to which you are bound;
(ii) you are not a party to any existing agreement, and during the Term you will not become a party to an agreement, that would prevent you from performing your obligations hereunder;
(iii) the performance of the Services and the manner of such performance by you do not and will not violate or in any way infringe upon any rights of third parties, including property, contractual, employment, trade secrets, proprietary information and non-disclosure rights, or any trademark, copyright, patent or other intellectual property rights; and
(iv) you have full legal right to irrevocably assign to the Company all rights in and to the Consultant Proprietary Information and Work contemplated by Section 6.
b. You shall observe and comply with:
(i) all applicable laws, rules and regulations in the performance of the Services; and
(ii) Radian’s policies and procedures for information security and other policies and procedures applicable to consultants.
11. Assignment. Neither you, on the one hand, nor Radian, on the other hand, may assign or delegate any of your or its rights, duties or obligations hereunder without the prior written consent of the other party; provided, that Radian may, without your consent, assign this letter agreement to any of its affiliates or to any successor by merger or any entity acquiring all or substantially all of Radian’s assets. This letter agreement shall inure to the benefit of, and be binding upon, the parties’ permitted successors and assigns.
12. Improper Assignment Void. Any purported assignment in violation hereof shall be null and void and of no effect whatsoever.
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13. Term and Termination.
a. The term of this letter agreement will commence on the Commencement Date and end on June 30, 2027, or until terminated earlier by either party as described below (the “Term”).
b. You may terminate this letter agreement at any time by providing not less than 30 days’ prior written notice to Radian. Radian may terminate this letter agreement, with or without prior written notice, solely on the basis of Cause (as defined below) or your death or Disability (as defined below). In the event of termination of this letter agreement by you or by Radian for Cause, death or Disability, Radian shall be obligated to pay you only for the Services rendered before the date of termination in accordance with this letter agreement.
c. The term “Cause” shall mean your (i) material violation of the Company’s Code of Conduct and Ethics as applicable to a former employee; (ii) gross negligence or willful misconduct in the performance of your duties with the Company; or (iii) breach of the restrictive covenants described in Sections 5 and 6 of this letter agreement, or your material breach of any other provision of this letter agreement. The term “Disability” shall mean that you have been determined to be totally disabled by the Social Security Administration.
d. The provisions of Sections 5-10 shall survive any termination of this letter agreement.
14. Applicable Law. This letter agreement shall be governed by the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of laws principles. The parties hereto agree to the exclusive jurisdiction of the federal and Pennsylvania state courts located in the Commonwealth of Pennsylvania for all matters arising under this letter agreement. Each of the parties hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this letter agreement or the transactions contemplated hereby.
15. Integrated Agreement. This letter agreement constitutes the entire understanding and agreement between you and Radian concerning the subject matter hereof. This letter agreement supersedes all prior written or oral agreements or understandings existing between you and Radian concerning the subject matter hereof (other than as set forth herein).
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If the foregoing correctly sets forth the agreement between us, please so indicate by signing the copy of this letter agreement in the space set forth below and returning it to me, whereupon it shall constitute our binding agreement.
Very truly yours,
RADIAN GROUP INC.
By: /s/ Mary Dickerson
Name: Mary Dickerson
Title: Senior Executive Vice President,
Chief People and Operating Officer
Date: May 21, 2026
ACKNOWLEDGEMENT AND ACCEPTANCE
The undersigned acknowledges receipt of this letter agreement setting forth the terms and conditions governing the engagement to perform Services as an independent contractor and agrees to all terms and conditions of this letter agreement, to the extent provided in this letter agreement, including the restrictive covenants described in Sections 5 and 6 of this letter agreement.
/s/ Richard G. Thornberry
Richard G. Thornberry
May 21, 2026
Date
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APPENDIX A
SERVICES AND COMPENSATION
1. The following Services shall be provided under this letter agreement:
You will provide consulting services to Radian with respect to the business and operations of the Company and its subsidiaries as the Chief Executive Officer of Radian may request.
2. The compensation for the Services under this letter agreement shall be as follows:
You will receive compensation in the amount of $83,333 per month, which shall be payable to you in arrears in the month following the month in which the Services were performed. If you do not provide Services for an entire month, such as the last month during the Term in the event this letter agreement is terminated early in accordance with Section 12(b), any consulting fee payable for such month shall be pro-rated to reflect the number of business days that you performed Services during the month, compared to the number of business days in the month.
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## EX-31
SEC source: [rdn-ex31.htm](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex31.htm)
EXHIBIT 31
CERTIFICATIONS
I, Richard G. Thornberry, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Radian Group Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 7, 2026 /s/ RICHARD G. THORNBERRY
Richard G. Thornberry Chief Executive Officer
I, Daniel Kobell, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Radian Group Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 7, 2026 /s/ DANIEL KOBELL
Daniel Kobell Senior Executive Vice President, Interim Chief Financial Officer
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## EX-32
SEC source: [rdn-ex32.htm](https://www.sec.gov/Archives/edgar/data/890926/000119312526340290/rdn-ex32.htm)
EXHIBIT 32
Section 1350 Certifications
I, Richard G. Thornberry, Chief Executive Officer of Radian Group Inc., and I, Daniel Kobell, Senior Executive Vice President, Interim Chief Financial Officer of Radian Group Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Radian Group Inc.
Date: August 7, 2026 /s/ RICHARD G. THORNBERRY
Richard G. Thornberry Chief Executive Officer
Date: August 7, 2026 /s/ DANIEL KOBELL
Daniel Kobell Senior Executive Vice President, Interim Chief Financial Officer