EVP, Controller & CAO Quigley Robert converted options into 18,373 shares and covered exercise/tax liability with 8,004 shares, increasing direct ownership by 21% to 60,767 units (SEC Form 4)
$RDN
Property-Casualty Insurers
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RADIAN GROUP INC [ RDN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/15/2025 | M | 13,325(1) | A | $0(2) | 63,723(3) | D | |||
| Common Stock | 05/15/2025 | M | 1,514(4) | A | $0(2) | 65,237 | D | |||
| Common Stock | 05/15/2025 | M | 1,573(5) | A | $0(2) | 66,810 | D | |||
| Common Stock | 05/15/2025 | M | 1,386(6) | A | $0(2) | 68,196 | D | |||
| Common Stock | 05/15/2025 | M | 575(7) | A | $0(2) | 68,771 | D | |||
| Common Stock | 05/15/2025 | F | 8,004(8) | D | $34.04 | 60,767 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units - Performance Award | (2) | 05/15/2025 | M | 13,325(1) | 05/15/2025 | (9) | Common Stock | 13,325 | (9) | 0 | D | ||||
| Restricted Stock Units - Time-based Award | (2) | 05/15/2025 | M | 1,514(4) | 05/15/2025 | (9) | Common Stock | 1,514 | (9) | 0 | D | ||||
| Restricted Stock Units - Time-based Award | (2) | 05/15/2025 | M | 1,573(5) | 05/15/2025 | (9) | Common Stock | 1,573 | (9) | 1,574 | D | ||||
| Restricted Stock Units - Time-based Award | (2) | 05/15/2025 | M | 1,386(6) | 05/15/2025 | (9) | Common Stock | 1,386 | (9) | 2,774 | D | ||||
| Restricted Stock Units - Performance Award | (2) | 05/15/2025 | M | 575(7) | 05/15/2025(10) | (9) | Common Stock | 575 | (9) | 13,805(11) | D | ||||
| Explanation of Responses: |
| 1. Represents distribution of shares of common stock related to RSUs that were granted May 12, 2021, which vested on May 15, 2024 and were subject to a one-year post-vest hold. |
| 2. Each RSU represents a contingent right to receive one share of common stock. |
| 3. Includes 123 shares of common stock acquired through the Radian Group Inc. Employee Stock Purchase Plan on December 31, 2024. |
| 4. Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 11, 2022. |
| 5. Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 17, 2023. |
| 6. Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 22, 2024. |
| 7. Pursuant to the terms of the Company's equity incentive plan, represents the shares distributed to satisfy the tax liability incurred upon the vesting of the performance-based RSU award granted May 11, 2022, which are subject to a one-year post vest holding period. |
| 8. Pursuant to the terms of the Company's equity incentive plan, represents shares withheld by the Company to satisfy the tax liability incurred upon: (a) the distribution of the time-based RSUs granted on May 11, 2022, May 17, 2023, and May 22, 2024; (b) the vesting of 14,380 performance-based RSUs granted May 11, 2022, net of which remain subject to a one year post-vest hold; and (c) the distribution of the performance-based RSUs granted May 12, 2021, following completion of the one-year hold period after vesting of the RSUs. |
| 9. Not Applicable |
| 10. Vesting occurred on the third anniversary of the grant date based on satisfaction of performance metrics. |
| 11. Pursuant to the terms of the Company's equity incentive plan, represents net shares subject to a one-year post vest hold upon vesting of 14,380 performance-based RSUs granted May 11, 2022. |
| Edward J. Hoffman /s/, Edward J. Hoffman, (POA) Atty-in-fact | 05/19/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||