Equibles

10-Q

RADIAN GROUP INC (RDN)

10-Q 2022-08-05 For: 2022-06-30
View Original
Added on April 04, 2026

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, 2022

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

_______________________________

rdn-20220630_g1.jpg

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: 161,612,452 shares of common stock, $0.001 par value per share, outstanding on August 3, 2022.

Table of Contents

Page
Glossary of Abbreviations and Acronyms 3
Cautionary Note Regarding Forward-Looking Statements—Safe Harbor Provisions 7
PART I—FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited) 9
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 39
Item 3 Quantitative and Qualitative Disclosures About Market Risk 63
Item 4 Controls and Procedures 63
PART II—OTHER INFORMATION
Item 1 Legal Proceedings 64
Item 1A Risk Factors 64
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 64
Item 6 Exhibits 65
Signatures 66
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Glossary of Abbreviations and Acronyms

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.

Term Definition
2021 Form 10-K Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022
2014 Master Policy Radian Guaranty’s master insurance policy, setting forth the terms and conditions of our mortgage insurance coverage, which became effective October 1, 2014
2020 Master Policy Radian Guaranty’s master insurance policy, setting forth the terms and conditions of our mortgage insurance coverage, which became effective March 1, 2020
2012 QSR Agreements The quota share reinsurance agreements entered into with a third-party reinsurance provider in the second and fourth quarters of 2012, collectively
2022 QSR Agreement Quota share reinsurance arrangement, the principal terms of which were agreed to in July 2022 but which remains subject to final documentation, with a panel of third-party reinsurance providers to cede, starting July 1, 2022, a portion of NIW originated between January 1, 2022, and June 30, 2023
2016 Single Premium QSR Agreement Quota share reinsurance agreement entered into with a panel of third-party reinsurance providers in the first quarter of 2016 and subsequently amended in the fourth quarter of 2017
2018 Single Premium QSR Agreement Quota share reinsurance agreement entered into with a panel of third-party reinsurance providers in October 2017 to cede a portion of Single Premium NIW beginning January 1, 2018
2020 Single Premium QSR Agreement Quota share reinsurance agreement entered into with a panel of third-party reinsurance providers in January 2020 to cede a portion of Single Premium NIW beginning January 1, 2020
ABS Asset-backed securities
All Other Radian’s non-reportable operating segments and other business activities, including: (i) income (losses) from assets held by Radian Group; (ii) related general corporate operating expenses not attributable or allocated to our reportable segments; and (iii) certain investments in new business opportunities, including activities and investments associated with Radian Mortgage Capital, and other immaterial activities
ASU Accounting Standards Update, issued by the FASB to communicate changes to GAAP
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
CMBS Commercial mortgage-backed securities
COVID-19 The novel coronavirus disease declared a pandemic by the World Health Organization and the Centers for Disease Control and Prevention in March 2020
COVID-19 Amendment Amendment to the PMIERs effective June 30, 2020, primarily to recognize the COVID-19 pandemic as a nationwide “FEMA Declared Major Disaster” and to set forth guidelines on the application of the Disaster Related Capital Charge to COVID-19 Defaulted Loans
COVID-19 Crisis Period Time period extending from March 1, 2020, to March 31, 2021
COVID-19 Defaulted Loans All non-performing loans that either: (i) have an Initial Missed Payment occurring during the COVID-19 Crisis Period or (ii) are subject to a forbearance plan granted in response to a financial hardship related to COVID-19 (which is assumed under the COVID-19 Amendment to be the case for any loan that has an Initial Missed Payment occurring during the COVID-19 Crisis Period and is subject to a forbearance plan), the terms of which are materially consistent with the terms of forbearance plans offered by the GSEs
Cures Loans that were in default as of the beginning of a period and are no longer in default 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 assumed to result in a claim
Demotech Demotech, Inc. Table of Contents
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Disaster Related Capital Charge Under the PMIERs, multiplier of 0.30 applied to the required asset amount factor for each non-performing loan: (i) backed by a property located in a FEMA Designated Area and (ii) either subject to a certain forbearance plan or with an initial default date occurring within a certain timeframe
Eagle Re Issuer(s) A group of unaffiliated special purpose insurers (VIEs) domiciled in Bermuda, comprising Eagle Re 2018-1 Ltd., Eagle Re 2019-1 Ltd., Eagle Re 2020-1 Ltd., Eagle Re 2020-2 Ltd., Eagle Re 2021-1 Ltd. and/or Eagle Re 2021-2 Ltd., which provide reinsurance coverage under Radian Guaranty’s Excess-of-Loss Program
Excess-of-Loss Program The credit risk protection obtained by Radian Guaranty in the form of excess-of-loss reinsurance, which indemnifies the ceding company against loss in excess of a specific agreed limit, up to a specified sum. The program includes reinsurance agreements with the Eagle Re Issuers in connection with various issuances of mortgage insurance-linked notes. The program also included a separate agreement with a third-party reinsurer, representing a pro rata share of the credit risk alongside the risk assumed by Eagle Re 2018-1 Ltd., an Eagle Re Issuer.
Exchange Act Securities Exchange Act of 1934, as amended
Extraordinary Distribution A dividend or distribution of capital that is required to be approved by an insurance company’s primary regulator that is greater than would be permitted as an ordinary distribution (which does not require regulatory approval)
Fannie Mae Federal National Mortgage Association
FASB Financial Accounting Standards Board
FEMA Federal Emergency Management Agency, an agency of the U.S. Department of Homeland Security
FEMA Designated Area Generally, an area that has been subject to a disaster, designated by FEMA as an individual assistance disaster area for the purpose of determining eligibility for various forms of federal assistance
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
Fitch Fitch Ratings, Inc.
Foreclosure Stage Defaulted Loans Loans in the stage of default in which a foreclosure sale has been scheduled or held
Freddie Mac Federal Home Loan Mortgage Corporation
GAAP Generally accepted accounting principles in the U.S., as amended from time to time
Goldman Goldman Sachs Bank USA
GSE(s) Government-Sponsored Enterprises (Fannie Mae and Freddie Mac)
HARP Home Affordable Refinance Program
homegenius Radian’s business segment that offers an array of title, real estate and technology products and services to consumers, mortgage lenders, mortgage and real estate investors, GSEs, real estate brokers and agents
IBNR Losses incurred but not reported
IIF Insurance in force, equal to the aggregate unpaid principal balances of the underlying loans
Initial Missed Payment The first missed monthly payment, which would be reported to us as delinquent as of the last day of the month for which it was due. (For example, for a loan first reported to the approved insurer in May as having missed its payments due on April 1 and May 1, the Initial Missed Payment shall be deemed to have occurred on April 30.)
LAE Loss adjustment expenses, which include the cost of investigating and adjusting losses and paying claims
LIBOR London Inter-bank Offered Rate Table of Contents
--- Term Definition
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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
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, including the impact of the Disaster Related Capital Charge
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
Monthly Premium Policies Insurance policies where premiums are paid on a monthly installment basis
Moody’s Moody’s Investors Service
Mortgage Radian’s mortgage insurance and risk services business segment, which provides credit-related insurance coverage, principally through private mortgage insurance on residential first-lien mortgage loans, as well as contract underwriting and other credit risk management solutions, to mortgage lending institutions and mortgage credit investors
MPP Requirement Certain states’ statutory or regulatory risk-based capital requirement that the mortgage insurer must maintain a minimum policyholder position, which is calculated based on both risk and surplus levels
NIW New insurance written, representing the aggregate original principal amount of the mortgages underlying the Primary Mortgage Insurance
NOL Net operating loss; for tax purposes, accumulated during years a company reported more tax deductions than taxable income. NOLs may be carried back or carried forward a certain number of years, depending on various factors which can reduce a company’s tax liability.
Persistency Rate The percentage of IIF that remains in force over a period of time
PMIERs Private Mortgage Insurer Eligibility Requirements issued by the GSEs under oversight of the FHFA to set forth requirements an approved insurer must meet and maintain to provide mortgage guaranty insurance on loans acquired by the GSEs. The current PMIERs requirements, sometimes referred to as PMIERs 2.0, incorporate the most recent revisions to the PMIERs that became effective on March 31, 2019, as amended.
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,” 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
QSR Program The 2012 QSR Agreements and the 2022 QSR Agreement, collectively
Radian Radian Group Inc. together with its consolidated subsidiaries
Radian Group Radian Group Inc., our 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 wholly-owned subsidiary of Radian Group, is a mortgage conduit formed to aggregate and then distribute residential mortgage loans into the capital markets through private label securitizations or sell directly to mortgage investors
Radian Reinsurance Radian Reinsurance Inc., a Pennsylvania domiciled insurance subsidiary of Radian Group, through which we provide mortgage credit risk insurance and reinsurance, including through participation in credit risk transactions issued by the GSEs
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 Table of Contents
--- Term Definition
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RBC States Risk-based capital states, which are those states that currently impose a statutory or regulatory risk-based capital requirement
Rescission 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 the underlying loan unpaid principal balance 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 Restricted stock unit
S&P Standard & Poor’s Financial Services LLC
SaaS Software-as-a-Service
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
Securities Act Securities Act of 1933, as amended
Senior Notes due 2024 Our 4.500% unsecured senior notes due October 2024 ($450 million original principal amount)
Senior Notes due 2025 Our 6.625% unsecured senior notes due March 2025 ($525 million original principal amount)
Senior Notes due 2027 Our 4.875% unsecured senior notes due March 2027 ($450 million original principal amount)
Single Premium NIW / IIF NIW or IIF, respectively, on Single Premium Policies
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)
Single Premium QSR Program The 2016 Single Premium QSR Agreement, the 2018 Single Premium QSR Agreement and the 2020 Single Premium QSR Agreement, collectively
SOFR Secured Overnight Financing Rate
Statutory RBC Requirement Risk-based capital requirement imposed by the RBC States, requiring a minimum surplus level and, in certain states, a minimum ratio of statutory capital relative to the level of risk
Surplus Note due 2027 The $100 million 0.0% intercompany surplus note issued by Radian Guaranty to Radian Group, due December 31, 2027
VIE Variable interest entity
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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, Section 21E of the Exchange Act and the 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,” “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:

■the health of the U.S. housing market generally and changes in economic conditions that impact the size of the insurable mortgage market, the credit performance of our insured mortgage portfolio and our business prospects, including as a result of inflationary pressures from a rising interest rate environment and the potential for a recession and higher unemployment rates, as well as other macroeconomic stresses such as those that may arise from the ongoing effects of the COVID-19 pandemic and government control responses to the pandemic as well as the ongoing Russia-Ukraine conflict;

■changes in the way customers, investors, ratings agencies, regulators or legislators perceive our performance, financial strength and future prospects;

■Radian Guaranty’s ability to remain eligible under the PMIERs and other applicable requirements imposed by the FHFA and by the GSEs to insure loans purchased by the GSEs;

■our ability to maintain an adequate level of capital in our insurance subsidiaries to satisfy existing and future regulatory requirements;

■changes in the charters or business practices of, or rules or regulations imposed by or applicable to, the GSEs or loans purchased by the GSEs, which may include changes in furtherance of housing policy objectives such as the accessibility and affordability of homeownership for low- and moderate-income borrowers and underrepresented communities, or changes in the requirements for Radian Guaranty to remain an approved insurer to the GSEs, such as changes in the PMIERs or the GSEs’ interpretation and application of the PMIERs;

■the effects of the Enterprise Capital Framework, which establishes a new regulatory capital framework for the GSEs, and which, as finalized, increases the capital requirements for the GSEs, and among other things, could impact the GSEs’ operations and pricing as well as the size of the insurable mortgage market, and which may form the basis for future changes to the PMIERs;

■changes in the current housing finance system in the United States, including the roles of the FHA, the GSEs and private mortgage insurers in this system;

■our ability to successfully execute and implement our capital plans, including our risk distribution strategy through the capital markets and traditional reinsurance markets, and to maintain sufficient holding company liquidity to meet our liquidity needs;

■our ability to successfully execute and implement our business plans and strategies, including plans and strategies that may require GSE and/or regulatory approvals and licenses, are subject to complex compliance requirements that we may be unable to satisfy, or may expose us to new risks including those that could impact our capital and liquidity positions;

■uncertainty from the discontinuance of LIBOR and transition to one or more alternative benchmarks that could cause interest rate volatility and, among other things, impact our investment portfolio, cost of debt and cost of reinsurance through mortgage insurance-linked notes transactions;

■risks related to the quality of third-party mortgage underwriting and mortgage servicing;

■a decrease in the Persistency Rates of our mortgage insurance on Monthly Premium Policies;

■competition in the private mortgage insurance industry generally, and more specifically: price competition in our mortgage insurance business, including the increasing prevalence of formulaic, granular risk-based pricing methodologies that are less transparent than historical rate-card-based pricing practices; and competition from the FHA and the U.S. Department of Veterans Affairs as well as from other forms of credit enhancement, such as GSE-sponsored alternatives to traditional mortgage insurance;

Table of Contents<br><br>Glossary

■legislative and regulatory activity (or inactivity), including the adoption of (or failure to adopt) new laws and regulations, or changes in existing laws and regulations, or the way they are interpreted or applied;

■legal and regulatory claims, assertions, actions, reviews, audits, inquiries and 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;

■the amount and timing of potential payments or adjustments associated with federal or other tax examinations;

■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 for our mortgage insurance business or to accurately calculate and/or project our Available Assets and Minimum Required Assets under the PMIERs, which will be impacted by, among other things, the size and mix of our IIF, 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 granted in response to a financial hardship related to COVID-19, the level of cash flow generated by our insurance operations and our risk distribution strategies;

■volatility in our financial results caused by changes in the fair value of our assets and liabilities, including with respect to our use of derivatives and within our investment portfolio;

■changes in GAAP or SAP rules and guidance, or their interpretation;

■risks associated with investments to grow our existing businesses, or to pursue new lines of business or new products and services, including our ability and related costs to develop, launch and implement new and innovative technologies and digital products and services, whether these products and services will receive broad customer acceptance or will disrupt existing customer relations, and additional financial risks related to these investments, including required changes in our investment, financing and hedging strategies, and risks associated with our increased use of financial leverage, which could expose us to liquidity risks resulting from changes in the fair values of assets;

■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 malware, unauthorized access, cyber-attack, natural disasters or other similar events;

■our ability to attract and retain key employees; and

■legal and other limitations on amounts we may receive from our subsidiaries, including dividends or ordinary course distributions under our internal tax- and expense-sharing arrangements.

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” in our 2021 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.

Table of Contents<br><br>Glossary

PART I—FINANCIAL INFORMATION

Item 1.    Financial Statements (Unaudited)

Index to Condensed Consolidated Financial Statements

Page
Quarterly Financial Statements
Condensed Consolidated Balance Sheets (Unaudited) 10
Condensed Consolidated Statements of Operations (Unaudited) 11
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) 12
Condensed Consolidated Statements of Changes in Common Stockholders’ Equity (Unaudited) 13
Condensed Consolidated Statements of Cash Flows (Unaudited) 14
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 - Description of Business 15
Note 2 - Significant Accounting Policies 16
Note 3 - Net Income Per Share 17
Note 4 - Segment Reporting 17
Note 5 - Fair Value of Financial Instruments 19
Note 6 - Investments 22
Note 7 - Goodwill and Other Acquired Intangible Assets, Net 26
Note 8 - Reinsurance 26
Note 9 - Other Assets 31
Note 10 - Income Taxes 31
Note 11 - Losses and LAE 32
Note 12 - Borrowings and Financing Activities 33
Note 13 - Commitments and Contingencies 34
Note 14 - Capital Stock 35
Note 15 - Accumulated Other Comprehensive Income (Loss) 37
Note 16 - Statutory Information 38
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Radian Group Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except per-share amounts) June 30,<br>2022 December 31,<br>2021
Assets
Investments (Notes 5 and 6)
Fixed-maturities available for sale—at fair value (amortized cost of $5,643,884 and $5,367,729) $ 5,228,744 $ 5,517,078
Trading securities—at fair value (amortized cost of $188,570 and $234,382) 189,441 256,546
Equity securities—at fair value (cost of $156,648 and $176,229) 146,574 184,245
Short-term investments—at fair value (includes $67,107 and $48,652 of reinvested cash collateral held under securities lending agreements) 336,306 551,508
Other invested assets—at fair value 5,082 4,165
Total investments 5,906,147 6,513,542
Cash 135,262 151,145
Restricted cash 561 1,475
Accrued investment income 35,774 32,812
Accounts and notes receivable 166,380 124,016
Reinsurance recoverables (includes $17 and $51 for paid losses) 39,876 67,896
Deferred policy acquisition costs 16,983 16,317
Property and equipment, net 74,874 75,086
Goodwill and other acquired intangible assets, net (Note 7) 17,895 19,593
Prepaid federal income taxes (Note 10) 466,123 354,123
Other assets (Note 9) 414,412 483,180
Total assets $ 7,274,287 $ 7,839,185
Liabilities and Stockholders’ Equity
Liabilities
Unearned premiums $ 298,991 $ 329,090
Reserve for losses and LAE (Note 11) 594,808 828,642
Senior notes (Note 12) 1,411,458 1,409,473
FHLB advances (Note 12) 184,284 150,983
Reinsurance funds withheld 223,649 228,078
Net deferred tax liability (Note 10) 324,866 337,509
Other liabilities 305,269 296,614
Total liabilities 3,343,325 3,580,389
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock: par value $0.001 per share; 485,000 shares authorized at June 30, 2022, and December 31, 2021; 185,822 and 194,408 shares issued at June 30, 2022, and December 31, 2021, respectively; 166,388 and 175,421 shares outstanding at June 30, 2022, and December 31, 2021, respectively 186 194
Treasury stock, at cost: 19,434 and 18,987 shares at June 30, 2022, and December 31, 2021, respectively (930,284) (920,798)
Additional paid-in capital 1,698,490 1,878,372
Retained earnings 3,491,675 3,180,935
Accumulated other comprehensive income (loss) (Note 15) (329,105) 120,093
Total stockholders’ equity 3,930,962 4,258,796
Total liabilities and stockholders’ equity $ 7,274,287 $ 7,839,185

See Notes to Unaudited Condensed Consolidated Financial Statements.

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Radian Group Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited)

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
(In thousands, except per-share amounts) 2022 2021 2022 2021
Revenues
Net premiums earned (Note 8) $ 253,892 $ 254,756 $ 508,082 $ 526,628
Services revenue (Note 4) 27,281 29,464 56,629 52,359
Net investment income 46,957 36,291 85,153 74,542
Net gains (losses) on investments and other financial instruments (includes net realized gains (losses) on investments of $(3,992), $4,266, $(4,315) and $4,084) (Note 6) (41,869) 15,661 (71,326) 10,480
Other income 572 822 1,275 1,798
Total revenues 286,833 336,994 579,813 665,807
Expenses
Provision for losses (113,922) 3,648 (197,676) 49,791
Policy acquisition costs 5,940 4,838 12,545 13,834
Cost of services 22,760 24,615 47,513 44,861
Other operating expenses 90,495 86,469 180,036 156,731
Interest expense 20,831 21,065 41,677 42,180
Amortization of other acquired intangible assets 849 863 1,698 1,725
Total expenses 26,953 141,498 85,793 309,122
Pretax income 259,880 195,496 494,020 356,685
Income tax provision 58,687 40,290 111,696 75,871
Net income $ 201,193 $ 155,206 $ 382,324 $ 280,814
Net Income Per Share
Basic $ 1.16 $ 0.80 $ 2.18 $ 1.45
Diluted $ 1.15 $ 0.80 $ 2.16 $ 1.44
Weighted-average number of common shares outstanding—basic 173,705 193,436 175,491 193,692
Weighted-average number of common and common equivalent shares outstanding—diluted 175,419 194,638 177,349 194,986

See Notes to Unaudited Condensed Consolidated Financial Statements.

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Radian Group Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
(In thousands) 2022 2021 2022 2021
Net income $ 201,193 $ 155,206 $ 382,324 $ 280,814
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 (202,665) 64,477 (453,957) (82,892)
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 (3,113) 1,876 (4,675) 1,252
Net decrease (increase) in expected credit losses — 480 — 725
Net unrealized gains (losses) on investments (199,552) 62,121 (449,282) (84,869)
Other adjustments to comprehensive income (loss), net — — 84 —
Other comprehensive income (loss), net of tax (199,552) 62,121 (449,198) (84,869)
Comprehensive income (loss) $ 1,641 $ 217,327 $ (66,874) $ 195,945

See Notes to Unaudited Condensed Consolidated Financial Statements.

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Radian Group Inc. and Subsidiaries Condensed Consolidated Statements of Changes in Common Stockholders’ Equity (Unaudited)

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
(In thousands) 2022 2021 2022 2021
Common Stock
Balance, beginning of period $ 193 $ 210 $ 194 $ 210
Issuance of common stock under incentive and benefit plans 2 1 2 1
Shares repurchased under share repurchase program (Note 14) (9) (4) (10) (4)
Balance, end of period 186 207 186 207
Treasury Stock
Balance, beginning of period (920,958) (910,347) (920,798) (910,115)
Repurchases of common stock under incentive plans (9,326) (9,878) (9,486) (10,110)
Balance, end of period (930,284) (920,225) (930,284) (920,225)
Additional Paid-in Capital
Balance, beginning of period 1,871,763 2,242,950 1,878,372 2,245,897
Issuance of common stock under incentive and benefit plans 275 770 1,638 1,937
Share-based compensation 10,210 8,191 23,566 12,714
Shares repurchased under share repurchase program (Note 14) (183,758) (90,054) (205,086) (98,691)
Balance, end of period 1,698,490 2,161,857 1,698,490 2,161,857
Retained Earnings
Balance, beginning of period 3,326,119 2,785,744 3,180,935 2,684,636
Net income 201,193 155,206 382,324 280,814
Dividends and dividend equivalents declared (35,637) (27,812) (71,584) (52,312)
Balance, end of period 3,491,675 2,913,138 3,491,675 2,913,138
Accumulated Other Comprehensive Income (Loss)
Balance, beginning of period (129,553) 116,735 120,093 263,725
Net unrealized gains (losses) on investments, net of tax (199,552) 62,121 (449,282) (84,869)
Other adjustments to other comprehensive income (loss) — — 84 —
Balance, end of period (329,105) 178,856 (329,105) 178,856
Total Stockholders’ Equity $ 3,930,962 $ 4,333,833 $ 3,930,962 $ 4,333,833

See Notes to Unaudited Condensed Consolidated Financial Statements.

13

Table of Contents<br><br>Glossary

Radian Group Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended<br>June 30,
(In thousands) 2022 2021
Cash flows from operating activities
Net cash provided by (used in) operating activities $ 176,850 $ 275,896
Cash flows from investing activities
Proceeds from sales of:
Fixed-maturities available for sale 193,967 329,072
Trading securities — 7,952
Equity securities 5,770 4,440
Proceeds from redemptions of:
Fixed-maturities available for sale 477,664 619,265
Trading securities 45,521 10,606
Purchases of:
Fixed-maturities available for sale (906,025) (944,618)
Equity securities (9,112) (61,235)
Sales, redemptions and (purchases) of:
Short-term investments, net 213,095 (41,925)
Other assets and other invested assets, net (791) 5,043
Additions to property and equipment (7,485) (4,993)
Net cash provided by (used in) investing activities 12,604 (76,393)
Cash flows from financing activities
Dividends and dividend equivalents paid (71,288) (52,036)
Issuance of common stock 569 1,112
Repurchases of common stock (186,908) (98,695)
Credit facility commitment fees paid (380) (471)
Change in secured borrowings, net (with terms three months or less) 46,605 4,348
Proceeds from secured borrowings (with terms greater than three months) 13,151 32,000
Repayments of secured borrowings (with terms greater than three months) (8,000) (42,000)
Net cash provided by (used in) financing activities (206,251) (155,742)
Increase (decrease) in cash and restricted cash (16,797) 43,761
Cash and restricted cash, beginning of period 152,620 94,146
Cash and restricted cash, end of period $ 135,823 $ 137,907

See Notes to Unaudited Condensed Consolidated Financial Statements.

14

Table of Contents<br><br>Glossary Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements
  1. Description of Business

We are a diversified mortgage and real estate business, providing both credit-related mortgage insurance coverage and an array of other mortgage, risk, title, real estate and technology products and services. We have two reportable business segments—Mortgage and homegenius.

Mortgage

Our Mortgage segment provides credit-related insurance coverage, principally through private mortgage insurance on residential first-lien mortgage loans, as well as contract underwriting and other credit risk management solutions, to mortgage lending institutions and mortgage credit investors. We provide our mortgage insurance products and services mainly 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 investors, as well as other beneficiaries, by mitigating default-related losses on residential mortgage loans. Generally, these loans are made to homebuyers who make down payments of less than 20% of the purchase price for their home or, in the case of refinancings, 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, most of which are currently sold to the GSEs.

Our total direct primary mortgage IIF and RIF were $254.2 billion and $63.8 billion, respectively, as of June 30, 2022, compared to $246.0 billion and $60.9 billion, respectively, as of December 31, 2021. In addition to providing private mortgage insurance, we have participated in credit risk transfer programs developed by the GSEs as part of their initiative to distribute mortgage credit risk and increase the role of private capital in the mortgage market. Our additional RIF under credit risk transfer transactions, resulting from our participation in these programs with the GSEs, totaled $372.4 million as of June 30, 2022, compared to $417.7 million as of December 31, 2021.

The GSEs and state insurance regulators impose various capital and financial requirements on our mortgage insurance subsidiaries. These include Risk-to-capital, other risk-based capital measures and surplus requirements, as well as the PMIERs financial requirements. Failure to comply with these capital and financial requirements may limit the amount of insurance that our mortgage insurance subsidiaries write, or may prohibit them from writing insurance altogether. The GSEs and state insurance regulators possess significant discretion with respect to our mortgage insurance subsidiaries and all aspects of their business. See Note 16 for additional information on PMIERs and other regulatory information.

homegenius

Our homegenius segment is primarily a fee-for-service business that offers an array of products and services to market participants across the real estate value chain. Our homegenius products and services include title, real estate and technology products and services offered primarily to consumers, mortgage lenders, mortgage and real estate investors, GSEs, real estate brokers and agents. These products and services help lenders, investors, consumers and real estate agents evaluate, manage, monitor, acquire and sell properties, and include SaaS solutions and platforms, as well as managed services, such as real estate owned asset management, single family rental services and real estate valuation services. In addition, we provide title insurance and non-insurance title, closing and settlement services to mortgage lenders, GSEs and mortgage investors, as well as directly to consumers for residential mortgage loans.

See Note 4 for additional information about our reportable segments and All Other business activities.

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, including as a result of macroeconomic stresses such as inflation, slower economic growth and higher levels of unemployment.

The inflationary trends in the current economic environment have been exacerbated by strong consumer demand and pervasive supply chain disruptions, including as a result of the effects of the COVID-19 pandemic and related government responses, as well as the Russia-Ukraine conflict. Recent actions taken by the U.S. Federal Reserve to increase interest rates in response to these inflationary pressures led to a sharp and significant increase in mortgage interest rates during the first half of 2022. The U.S. Federal Reserve raised rates further in July 2022 and has signaled that it expects to continue to increase rates throughout the year. While we expect these interest rate increases to continue to negatively impact certain aspects of our results, including through lower NIW, lower homegenius revenues and lower investment fair values, we also expect to benefit from the rate increases due to higher Persistency Rates that will favorably impact our IIF, as well as through the recognition of higher net investment income.

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  1. Significant Accounting Policies

Basis of Presentation

Our condensed consolidated financial statements are prepared in accordance with GAAP and include the accounts of Radian Group Inc. and its subsidiaries. All intercompany accounts and transactions, and intercompany profits and losses, have been eliminated. We have condensed or omitted certain information and footnote disclosures normally included in 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 refer to Radian Group Inc. together with its consolidated subsidiaries as “Radian,” the “Company,” “we,” “us” or “our,” unless the context requires otherwise. We generally refer to Radian Group Inc. alone, without its consolidated subsidiaries, as “Radian Group.” 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 2021 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.

Certain prior period amounts have been reclassified to conform to current period presentation.

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.

Other Significant Accounting Policies

See Note 2 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for information regarding other significant accounting policies. There have been no significant changes in our significant accounting policies from those discussed in our 2021 Form 10-K.

Recent Accounting Pronouncements

Accounting Standards Not Yet Adopted

In August 2018, the FASB issued ASU 2018-12, Financial Services—Insurance—Targeted Improvements to the Accounting for Long-Duration Contracts. The new standard: (i) requires that assumptions used to measure the liability for future policy benefits be reviewed at least annually; (ii) defines and simplifies the measurement of market risk benefits; (iii) simplifies the amortization of deferred acquisition costs; and (iv) enhances the required disclosures about long-duration contracts. This update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. We continue to evaluate the impact the new accounting guidance will have on our financial statements and disclosures.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Reform on Financial Reporting. This new guidance provides optional expedients and exceptions for applying GAAP requirements to investments, derivatives, or other transactions affected by reference rate reform such as those that impact the assessment of contract modifications. The amendments in this update are optional and may be elected from the date of issuance through December 31, 2022, as reference rate reform activities occur. We continue to evaluate the impact the discontinuance of LIBOR and the new accounting guidance will have on our financial statements and disclosures.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. In addition, this

Table of Contents<br><br>Glossary Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements

update introduces new disclosure requirements for equity securities subject to contractual sale restrictions measured at fair value. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact the new accounting guidance will have on our financial statements and disclosures.

  1. 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 attributable to common stockholders 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<br>June 30, Six Months Ended<br>June 30,
(In thousands, except per-share amounts) 2022 2021 2022 2021
Net income—basic and diluted $ 201,193 $ 155,206 $ 382,324 $ 280,814
Average common shares outstanding—basic 173,705 193,436 175,491 193,692
Dilutive effect of share-based compensation arrangements (1) 1,714 1,202 1,858 1,294
Adjusted average common shares outstanding—diluted 175,419 194,638 177,349 194,986
Net income per share
Basic $ 1.16 $ 0.80 $ 2.18 $ 1.45
Diluted $ 1.15 $ 0.80 $ 2.16 $ 1.44

(1)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 they would be anti-dilutive.

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
(In thousands) 2022 2021 2022 2021
Shares of common stock equivalents 189 — — —
  1. Segment Reporting

We have two strategic business units that we manage separately—Mortgage and homegenius. Our Mortgage segment derives its revenue from mortgage insurance and other mortgage and risk services, including contract underwriting solutions provided to mortgage lending institutions and mortgage credit investors. Our homegenius segment offers an array of title, real estate and technology products and services to consumers, mortgage lenders, mortgage and real estate investors, GSEs, real estate brokers and agents.

In addition, we report as All Other activities that include: (i) income (losses) from assets held by Radian Group, our holding company; (ii) related general corporate operating expenses not attributable or allocated to our reportable segments; and (iii) certain investments in new business opportunities, including activities and investments associated with Radian Mortgage Capital, and other immaterial activities.

We allocate corporate operating expenses to both reportable segments based on each segment’s forecasted annual percentage of total revenue, which approximates the estimated percentage of management time spent on each segment. In addition, we allocate all corporate interest expense to our Mortgage segment, due to the capital-intensive nature of our mortgage insurance business.

With the primary exception of goodwill and other acquired intangible assets, which all relate to our homegenius segment, and are reviewed as part of our annual goodwill impairment assessment, we do not manage assets by segment.

See Note 1 for additional details about our Mortgage and homegenius businesses.

Table of Contents<br><br>Glossary Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements

Adjusted Pretax Operating Income (Loss)

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 each of Radian’s business segments and to allocate resources to the segments.

Adjusted pretax operating income (loss) is defined as pretax income (loss) excluding the effects of: (i) net gains (losses) on investments and other financial instruments, except for certain investments attributable to our reportable segments; (ii) gains (losses) on extinguishment of debt; (iii) amortization and impairment of goodwill and other acquired intangible assets; and (iv) impairment of other long-lived assets and other non-operating items, such as impairment of internal-use software, gains (losses) from the sale of lines of business and acquisition-related income and expenses. See Note 4 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for detailed information regarding items excluded from adjusted pretax operating income (loss), including the reasons for their treatment.

Although adjusted pretax operating income (loss) excludes 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).

The reconciliation of adjusted pretax operating income (loss) for our reportable segments to consolidated pretax income (loss) is as follows.

Reconciliation of adjusted pretax operating income (loss) by segment
Three Months Ended<br>June 30, Six Months Ended<br>June 30,
(In thousands) 2022 2021 2022 2021
Adjusted pretax operating income (loss)
Mortgage $ 316,520 $ 194,043 $ 594,361 $ 369,752
homegenius (17,690) (9,198) (31,196) (19,651)
Total adjusted pretax operating income for reportable segments (1) 298,830 184,845 563,165 350,101
All Other adjusted pretax operating income 3,203 (126) 3,816 1,934
Net gains (losses) on investments and other financial instruments (41,869) 15,661 (71,326) 10,480
Amortization of other acquired intangible assets (849) (863) (1,698) (1,725)
Impairment of other long-lived assets and other non-operating items 565 (4,021) 63 (4,105)
Consolidated pretax income $ 259,880 $ 195,496 $ 494,020 $ 356,685

(1)Includes allocated corporate operating expenses and depreciation expense as follows.

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
(In thousands) 2022 2021 2022 2021
Mortgage
Allocated corporate operating expenses (a) $ 33,237 $ 32,638 $ 69,446 $ 60,214
Direct depreciation expense 2,241 2,460 4,569 5,102
homegenius
Allocated corporate operating expenses (b) $ 5,719 $ 4,721 $ 10,999 $ 8,717
Direct depreciation expense 642 611 1,286 1,189

(a)Includes allocated depreciation expense of $0.7 million and $1.5 million for the three and six months ended June 30, 2022, respectively, and $0.8 million and $1.6 million for the three and six months ended June 30, 2021, respectively.

(b)Includes allocated depreciation expense of $0.2 million and $0.3 million for the three and six months ended June 30, 2022, respectively, and $0.1 million and $0.2 million for the three and six months ended June 30, 2021, respectively.

Table of Contents<br><br>Glossary Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements

Revenues

The reconciliation of revenues for our reportable segments to consolidated revenues is as follows.

Reconciliation of revenues by segment
Three Months Ended<br>June 30, Six Months Ended<br>June 30,
(In thousands) 2022 2021 2022 2021
Revenues
Mortgage $ 289,783 $ 284,301 $ 574,229 $ 588,098
homegenius (1) 32,343 33,451 66,255 59,246
Total revenues for reportable segments 322,126 317,752 640,484 647,344
All Other revenues 6,661 3,643 10,822 8,104
Net gains (losses) on investments and other financial instruments (41,869) 15,661 (71,326) 10,480
Elimination of inter-segment revenues (85) (62) (167) (121)
Total revenues $ 286,833 $ 336,994 $ 579,813 $ 665,807

(1)Includes immaterial inter-segment revenues for the three and six months ended June 30, 2022 and 2021.

The table below, which represents total services revenue on our condensed consolidated statements of operations for the periods indicated, represents the disaggregation of services revenue by revenue type.

Services revenue
Three Months Ended<br>June 30, Six Months Ended<br>June 30,
(In thousands) 2022 2021 2022 2021
homegenius
Title $ 4,895 $ 9,399 $ 11,298 $ 17,456
Real estate
Valuation 9,032 7,478 17,001 11,400
Single family rental 8,227 5,622 15,457 9,071
REO asset management 739 587 1,552 1,167
Other real estate services 4 63 5 76
Technology
Asset management technology platform 1,274 1,520 2,606 3,026
Other technology services 1,004 1,019 2,052 1,983
Mortgage 2,106 3,732 6,658 8,083
All Other — 44 — 97
Total services revenue $ 27,281 $ 29,464 $ 56,629 $ 52,359

Revenue recognized related to services made available to customers and billed is reflected in accounts and notes receivable. Accounts and notes receivable include $17.3 million and $20.0 million as of June 30, 2022, and December 31, 2021, respectively, related to services revenue contracts. Revenue recognized related to services performed and not yet billed is recorded in unbilled receivables and reflected in other assets. See Note 2 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for information regarding our accounting policies and the services we offer.

  1. 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 5 of Notes to Consolidated Financial Statements in our 2021 Form 10-K.

The following tables include a list of assets that are measured at fair value by hierarchy level as of June 30, 2022, and December 31, 2021.

| Table of Contents<br><br>Glossary | Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements | | --- | --- || Assets and liabilities carried at fair value by hierarchy level | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | June 30, 2022 | | | | | | | | | (In thousands) | Level I | | Level II | | Level III | | Total | | | Investments | | | | | | | | | | Fixed-maturities available for sale | | | | | | | | | | U.S. government and agency securities | $ | 153,098 | $ | 27,406 | $ | — | $ | 180,504 | | State and municipal obligations | — | | 154,980 | | — | | 154,980 | | | Corporate bonds and notes | — | | 2,757,786 | | — | | 2,757,786 | | | RMBS | — | | 776,386 | | — | | 776,386 | | | CMBS | — | | 618,603 | | — | | 618,603 | | | CLO | — | | 502,814 | | — | | 502,814 | | | Other ABS | — | | 180,022 | | — | | 180,022 | | | Foreign government and agency securities | — | | 5,049 | | — | | 5,049 | | | Mortgage insurance-linked notes (1) | — | | 52,600 | | — | | 52,600 | | | Total fixed-maturities available for sale | 153,098 | | 5,075,646 | | — | | 5,228,744 | | | Trading securities | | | | | | | | | | State and municipal obligations | — | | 80,661 | | — | | 80,661 | | | Corporate bonds and notes | — | | 78,289 | | — | | 78,289 | | | RMBS | — | | 7,941 | | — | | 7,941 | | | CMBS | — | | 22,550 | | — | | 22,550 | | | Total trading securities | — | | 189,441 | | — | | 189,441 | | | Equity securities | 137,601 | | 8,973 | | — | | 146,574 | | | Short-term investments | | | | | | | | | | State and municipal obligations | — | | 12,070 | | — | | 12,070 | | | Money market instruments | 149,341 | | — | | — | | 149,341 | | | Corporate bonds and notes | — | | 105,571 | | — | | 105,571 | | | Other ABS | — | | 325 | | — | | 325 | | | Other investments (2) | — | | 68,999 | | — | | 68,999 | | | Total short-term investments | 149,341 | | 186,965 | | — | | 336,306 | | | Other invested assets (3) | — | | — | | 4,000 | | 4,000 | | | Total investments at fair value (3) | 440,040 | | 5,461,025 | | 4,000 | | 5,905,065 | | | Other | | | | | | | | | | Loaned securities (4) | | | | | | | | | | Corporate bonds and notes | — | | 15,376 | | — | | 15,376 | | | Equity securities | 63,697 | | — | | — | | 63,697 | | | Total assets at fair value (3) | $ | 503,737 | $ | 5,476,401 | $ | 4,000 | $ | 5,984,138 | | Liabilities | | | | | | | | | | Embedded derivatives (5) | $ | — | $ | — | $ | 6,495 | $ | 6,495 | | Total liabilities at fair value | $ | — | $ | — | $ | 6,495 | $ | 6,495 |

(1)Comprises the mortgage insurance-linked notes purchased by Radian Group in connection with the Excess-of-Loss Program. See Note 8 for more information.

(2)Comprises short-term certificates of deposit and commercial paper.

(3)Does not include other invested assets of $1.1 million that are primarily invested in limited partnership investments valued using the net asset value as a practical expedient.

(4)Securities loaned to third-party borrowers under securities lending agreements are classified as other assets in our condensed consolidated balance sheets. See Note 6 for more information.

(5)Embedded derivatives related to our Excess-of-Loss Program are classified as other liabilities in our condensed consolidated balance sheets. See Note 8 for more information.

| Table of Contents<br><br>Glossary | Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements | | --- | --- || Assets carried at fair value by hierarchy level | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | December 31, 2021 | | | | | | | | | (In thousands) | Level I | | Level II | | Level III | | Total | | | Investments | | | | | | | | | | Fixed-maturities available for sale | | | | | | | | | | U.S. government and agency securities | $ | 192,452 | $ | 29,278 | $ | — | $ | 221,730 | | State and municipal obligations | — | | 177,257 | | — | | 177,257 | | | Corporate bonds and notes | — | | 2,910,231 | | — | | 2,910,231 | | | RMBS | — | | 705,117 | | — | | 705,117 | | | CMBS | — | | 709,203 | | — | | 709,203 | | | CLO | — | | 530,040 | | — | | 530,040 | | | Other ABS | — | | 211,187 | | — | | 211,187 | | | Foreign government and agency securities | — | | 5,296 | | — | | 5,296 | | | Mortgage insurance-linked notes (1) | — | | 47,017 | | — | | 47,017 | | | Total fixed-maturities available for sale | 192,452 | | 5,324,626 | | — | | 5,517,078 | | | Trading securities | | | | | | | | | | State and municipal obligations | — | | 94,637 | | — | | 94,637 | | | Corporate bonds and notes | — | | 119,186 | | — | | 119,186 | | | RMBS | — | | 9,438 | | — | | 9,438 | | | CMBS | — | | 33,285 | | — | | 33,285 | | | Total trading securities | — | | 256,546 | | — | | 256,546 | | | Equity securities | 176,828 | | 7,417 | | — | | 184,245 | | | Short-term investments | | | | | | | | | | U.S. government and agency securities | 94,665 | | — | | — | | 94,665 | | | State and municipal obligations | — | | 12,270 | | — | | 12,270 | | | Money market instruments | 274,535 | | — | | — | | 274,535 | | | Corporate bonds and notes | — | | 65,191 | | — | | 65,191 | | | CMBS | — | | 3,023 | | — | | 3,023 | | | Other investments (2) | — | | 101,824 | | — | | 101,824 | | | Total short-term investments | 369,200 | | 182,308 | | — | | 551,508 | | | Other invested assets (3) | — | | — | | 3,000 | | 3,000 | | | Total investments at fair value (3) | 738,480 | | 5,770,897 | | 3,000 | | 6,512,377 | | | Other | | | | | | | | | | Embedded derivatives (4) | — | | — | | 4,200 | | 4,200 | | | Loaned securities (5) | | | | | | | | | | Corporate bonds and notes | — | | 65,994 | | — | | 65,994 | | | Equity securities | 38,002 | | — | | — | | 38,002 | | | Total assets at fair value (3) | $ | 776,482 | $ | 5,836,891 | $ | 7,200 | $ | 6,620,573 |

(1)Comprises the mortgage insurance-linked notes purchased by Radian Group in connection with the Excess-of-Loss Program. See Note 8 for more information.

(2)Comprises short-term certificates of deposit and commercial paper.

(3)Does not include other invested assets of $1.2 million that are primarily invested in limited partnership investments valued using the net asset value as a practical expedient.

(4)Embedded derivatives related to our Excess-of-Loss Program are classified as other assets in our condensed consolidated balance sheets. See Note 8 for more information.

(5)Securities loaned to third-party borrowers under securities lending agreements are classified as other assets in our condensed consolidated balance sheets. See Note 6 for more information.

Table of Contents<br><br>Glossary Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements

There were no transfers to or from Level III for the three and six months ended June 30, 2022, or the year ended December 31, 2021. Activity related to Level III assets and liabilities (including realized and unrealized gains and losses, purchases, sales, issuances, settlements and transfers) was immaterial for the three and six months ended June 30, 2022, and the year ended December 31, 2021.

Other Fair Value Disclosure

The carrying value and estimated fair value of other selected liabilities not carried at fair value in our condensed consolidated balance sheets were as follows as of the dates indicated.

Financial liabilities not carried at fair value
June 30, 2022 December 31, 2021
(In thousands) Carrying<br>Amount Estimated<br>Fair Value Carrying<br>Amount Estimated<br>Fair Value
Senior notes $ 1,411,458 $ 1,338,878 $ 1,409,473 $ 1,534,378
FHLB advances 184,284 184,352 150,983 152,117

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 expected cash flows for similar borrowings. These liabilities are categorized in Level II of the fair value hierarchy. See Note 12 for further information about these borrowings.

  1. Investments

Available for Sale Securities

Our available for sale securities within our investment portfolio consisted of the following as of the dates indicated.

Available for sale securities
June 30, 2022
(In thousands) Amortized<br>Cost Gross<br>Unrealized<br>Gains Gross<br>Unrealized<br>Losses Fair Value
Fixed-maturities available for sale
U.S. government and agency securities $ 198,819 $ 35 $ (18,350) $ 180,504
State and municipal obligations 166,024 1,006 (12,050) 154,980
Corporate bonds and notes 3,042,032 1,838 (271,736) 2,772,134
RMBS 840,157 146 (63,917) 776,386
CMBS 649,521 89 (31,007) 618,603
CLO 520,479 — (17,665) 502,814
Other ABS 184,182 42 (4,202) 180,022
Foreign government and agency securities 5,113 — (64) 5,049
Mortgage insurance-linked notes (1) 53,685 — (1,085) 52,600
Total securities available for sale, including loaned securities 5,660,012 $ 3,156 $ (420,076) 5,243,092
Less: loaned securities (2) 16,128 14,348
Total fixed-maturities available for sale $ 5,643,884 $ 5,228,744

(1)Comprises the notes purchased by Radian Group in connection with the Excess-of-Loss Program. See Note 8 for more information.

(2)Included in other assets in our condensed consolidated balance sheets as further described below. See “—Securities Lending Agreements” below for a discussion of our securities lending agreements.

| Table of Contents<br><br>Glossary | Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements | | --- | --- || Available for sale securities | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | December 31, 2021 | | | | | | | (In thousands) | Amortized<br>Cost | | Gross<br>Unrealized<br>Gains | | Gross<br>Unrealized<br>Losses | | Fair Value | | | Fixed-maturities available for sale | | | | | | | | | | U.S. government and agency securities | $ | 221,407 | $ | 1,719 | $ | (1,396) | $ | 221,730 | | State and municipal obligations | 162,964 | | 14,694 | | (401) | | 177,257 | | | Corporate bonds and notes | 2,867,063 | | 133,665 | | (24,886) | | 2,975,842 | | | RMBS | 697,581 | | 14,313 | | (6,777) | | 705,117 | | | CMBS | 690,827 | | 21,444 | | (3,068) | | 709,203 | | | CLO | 529,906 | | 1,032 | | (898) | | 530,040 | | | Other ABS | 210,657 | | 1,142 | | (612) | | 211,187 | | | Foreign government and agency securities | 5,109 | | 187 | | — | | 5,296 | | | Mortgage insurance-linked notes (1) | 45,384 | | 1,633 | | — | | 47,017 | | | Total securities available for sale, including loaned securities | 5,430,898 | | $ | 189,829 | $ | (38,038) | 5,582,689 | | | Less: loaned securities (2) | 63,169 | | | | | | 65,611 | | | Total fixed-maturities available for sale | $ | 5,367,729 | | | | | $ | 5,517,078 |

(1)Comprises the notes purchased by Radian Group in connection with the Excess-of-Loss Program. See Note 8 for more information.

(2)Included in other assets in our condensed consolidated balance sheets as further described below. See “—Securities Lending Agreements” below for a discussion of our securities lending agreements.

The following table provides a rollforward of the allowance for credit losses on fixed-maturities available for sale, which relates entirely to corporate bonds and notes for the periods indicated. There was no allowance as of June 30, 2022, or December 31, 2021.

Rollforward of allowance for credit losses on fixed-maturities available for sale
(In thousands) Three Months Ended<br>June 30, 2021 Six Months Ended<br>June 30, 2021
Beginning balance $ 638 $ 948
Net decreases in allowance on previously impaired securities (608) (918)
Reduction for securities sold (30) (30)
Ending balance $ — $ —

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 show 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, 2022, and December 31, 2021, are loaned securities under securities lending agreements that are classified as other assets in our condensed consolidated balance sheets, as further described below.

| Table of Contents<br><br>Glossary | Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements | | --- | --- || Unrealized losses on fixed-maturities available for sale by category and length of time | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | June 30, 2022 | | | | | | | | | | | | | | | | ($ in thousands) | Less Than 12 Months | | | | | 12 Months or Greater | | | | | Total | | | | | | Description of Securities | # of<br>securities | Fair Value | | Unrealized<br>Losses | | # of<br>securities | Fair Value | | Unrealized<br>Losses | | # of<br>securities | Fair Value | | Unrealized<br>Losses | | | U.S. government and agency securities | 19 | $ | 122,570 | $ | (17,028) | 5 | $ | 20,027 | $ | (1,322) | 24 | $ | 142,597 | $ | (18,350) | | State and municipal obligations | 51 | 103,028 | | (12,050) | | — | — | | — | | 51 | 103,028 | | (12,050) | | | Corporate bonds and notes | 532 | 2,308,451 | | (214,471) | | 71 | 198,415 | | (57,265) | | 603 | 2,506,866 | | (271,736) | | | RMBS | 142 | 607,722 | | (43,891) | | 22 | 128,182 | | (20,026) | | 164 | 735,904 | | (63,917) | | | CMBS | 144 | 558,045 | | (24,441) | | 17 | 43,123 | | (6,566) | | 161 | 601,168 | | (31,007) | | | CLO | 136 | 413,093 | | (13,506) | | 22 | 89,722 | | (4,159) | | 158 | 502,815 | | (17,665) | | | Other ABS | 74 | 161,012 | | (3,933) | | 4 | 4,806 | | (269) | | 78 | 165,818 | | (4,202) | | | Mortgage insurance linked-notes | 3 | 52,600 | | (1,085) | | — | — | | — | | 3 | 52,600 | | (1,085) | | | Foreign government and agency securities | 1 | 5,049 | | (64) | | — | — | | — | | 1 | 5,049 | | (64) | | | Total | 1,102 | $ | 4,331,570 | $ | (330,469) | 141 | $ | 484,275 | $ | (89,607) | 1,243 | $ | 4,815,845 | $ | (420,076) || | December 31, 2021 | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | ($ in thousands) | Less Than 12 Months | | | | | 12 Months or Greater | | | | | Total | | | | | | Description of Securities | # of<br>securities | Fair Value | | Unrealized<br>Losses | | # of<br>securities | Fair Value | | Unrealized<br>Losses | | # of<br>securities | Fair Value | | Unrealized<br>Losses | | | U.S. government and agency securities | 14 | $ | 101,602 | $ | (1,165) | 2 | $ | 6,937 | $ | (231) | 16 | $ | 108,539 | $ | (1,396) | | State and municipal obligations | 20 | 32,721 | | (401) | | — | — | | — | | 20 | 32,721 | | (401) | | | Corporate bonds and notes | 209 | 864,355 | | (16,799) | | 34 | 99,475 | | (8,087) | | 243 | 963,830 | | (24,886) | | | RMBS | 57 | 365,476 | | (6,749) | | 3 | 1,543 | | (28) | | 60 | 367,019 | | (6,777) | | | CMBS | 81 | 188,457 | | (2,053) | | 9 | 22,050 | | (1,015) | | 90 | 210,507 | | (3,068) | | | CLO | 84 | 313,380 | | (675) | | 11 | 35,612 | | (223) | | 95 | 348,992 | | (898) | | | Other ABS | 54 | 138,851 | | (603) | | 1 | 631 | | (9) | | 55 | 139,482 | | (612) | | | Total | 519 | $ | 2,004,842 | $ | (28,445) | 60 | $ | 166,248 | $ | (9,593) | 579 | $ | 2,171,090 | $ | (38,038) |

See “—Net Gains (Losses) on Investments and Other Financial Instruments” below for additional details on our net gains (losses) on investments and other financial instruments, including the changes in the allowance for credit losses on fixed-maturities available for sale and other impairments due to our intent to sell securities in an unrealized loss position. During the three and six months ended June 30, 2022, we did not recognize any allowance for credit losses or other impairments related to fixed-maturities available for sale in an unrealized loss position. See Note 2 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for information regarding our accounting policy for impairments.

Table of Contents<br><br>Glossary Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements

Securities Lending 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. Although we report such securities at fair value within other assets in our condensed consolidated balance sheets, rather than within investments, the detailed information we provide in this Note 6 includes these securities. See Note 5 for additional detail on the loaned securities, and see Note 6 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for additional information about our accounting policies with respect to our securities lending agreements and the collateral requirements thereunder.

All of our securities lending agreements are classified as overnight and revolving. Securities collateral on deposit with us from third-party borrowers totaling $14.1 million and $57.8 million as of June 30, 2022, and December 31, 2021, 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.

Net Gains (Losses) on Investments and Other Financial Instruments

Net gains (losses) on investments and other financial instruments consisted of the following.

Net gains (losses) on investments and other financial instruments
Three Months Ended<br>June 30, Six Months Ended<br>June 30,
(In thousands) 2022 2021 2022 2021
Net realized gains (losses) on investments sold or redeemed
Fixed-maturities available for sale
Gross realized gains $ 713 $ 9,597 $ 2,143 $ 13,714
Gross realized losses (4,653) (7,221) (8,061) (12,128)
Fixed-maturities available for sale, net (3,940) 2,376 (5,918) 1,586
Trading securities (106) (112) (106) 391
Equity securities — (227) 1,655 (227)
Other investments 54 2,229 54 2,334
Net realized gains (losses) on investments sold or redeemed (3,992) 4,266 (4,315) 4,084
Change in unrealized gains (losses) on investments sold or redeemed (28) (1,883) (2,198) (2,080)
Net decrease (increase) in expected credit losses — 608 — 918
Net unrealized gains (losses) on investments still held
Trading securities (8,221) 4,601 (21,138) (3,448)
Equity securities (20,707) 5,140 (25,014) 9,983
Other investments (185) 178 (421) 1,062
Net unrealized gains (losses) on investments still held (29,113) 9,919 (46,573) 7,597
Total net gains (losses) on investments (33,133) 12,910 (53,086) 10,519
Net gains (losses) on other financial instruments (8,736) 2,751 (18,240) (39)
Net gains (losses) on investments and other financial instruments $ (41,869) $ 15,661 $ (71,326) $ 10,480 Table of Contents<br><br>Glossary Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements
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Contractual Maturities

The contractual maturities of fixed-maturities available for sale were as follows.

Contractual maturities of fixed-maturities available for sale
June 30, 2022
(In thousands) Amortized Cost Fair Value
Due in one year or less $ 151,491 $ 150,543
Due after one year through five years (1) 1,298,176 1,249,795
Due after five years through 10 years (1) 1,112,921 1,001,606
Due after 10 years (1) 849,400 710,723
Asset-backed and mortgage-backed securities (2) 2,248,024 2,130,425
Total 5,660,012 5,243,092
Less: loaned securities 16,128 14,348
Total fixed-maturities available for sale $ 5,643,884 $ 5,228,744

(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.

Other

For the three and six months ended June 30, 2022, we did not transfer any securities to or from the available for sale or trading categories.

Our fixed-maturities available for sale include securities totaling $13.5 million and $14.3 million at June 30, 2022, and December 31, 2021, respectively, on deposit and serving as collateral with various state regulatory authorities. Our fixed-maturities available for sale and trading securities also include securities serving as collateral for our FHLB advances. See Note 12 for additional information about our FHLB advances.

  1. Goodwill and Other Acquired Intangible Assets, Net

All of our goodwill and other acquired intangible assets relate to our homegenius segment. There was no change to our goodwill balance of $9.8 million during the three and six months ended June 30, 2022.

The following is a summary of the gross and net carrying amounts and accumulated amortization (including impairment) of our other acquired intangible assets as of the periods indicated.

Other acquired intangible assets
June 30, 2022 December 31, 2021
(In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Client relationships $ 43,550 $ (36,124) $ 7,426 $ 43,550 $ (34,620) $ 8,930
Technology 8,285 (7,828) 457 8,285 (7,675) 610
Licenses 463 (253) 210 463 (212) 251
Total $ 52,298 $ (44,205) $ 8,093 $ 52,298 $ (42,507) $ 9,791

For additional information on our accounting policies for goodwill and other acquired intangible assets, see Notes 2 and 7 of Notes to Consolidated Financial Statements in our 2021 Form 10-K.

  1. Reinsurance

In our mortgage insurance and title insurance businesses, we use reinsurance as part of our risk distribution strategy, including to manage our capital position and risk profile. The reinsurance arrangements for our mortgage insurance business include premiums ceded under the QSR Program, the Single Premium QSR Program and the Excess-of-Loss Program. The amount of credit that we receive under the PMIERs financial requirements for our third-party reinsurance transactions is subject to ongoing review and approval by the GSEs.

Table of Contents<br><br>Glossary Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements

The effect of all of our reinsurance programs on our net income is as follows.

Reinsurance impacts on net premiums written and earned
Net Premiums Written Net Premiums Earned
Three Months Ended<br>June 30, Six Months Ended<br>June 30, Three Months Ended<br>June 30, Six Months Ended<br>June 30,
(In thousands) 2022 2021 2022 2021 2022 2021 2022 2021
Direct
Mortgage insurance $ 243,808 $ 241,010 $ 485,026 $ 494,324 $ 256,830 $ 274,668 $ 515,126 $ 570,084
Title insurance 7,117 7,839 16,279 15,144 7,117 7,839 16,279 15,144
Total direct 250,925 248,849 501,305 509,468 263,947 282,507 531,405 585,228
Assumed (1)
Mortgage insurance 1,538 1,615 2,870 3,913 1,539 1,615 2,870 3,913
Ceded (2)
Mortgage insurance 3,298 (11,599) 9,108 (20,336) (11,460) (29,198) (25,913) (62,247)
Title insurance (134) (168) (280) (266) (134) (168) (280) (266)
Total ceded 3,164 (11,767) 8,828 (20,602) (11,594) (29,366) (26,193) (62,513)
Total net premiums $ 255,627 $ 238,697 $ 513,003 $ 492,779 $ 253,892 $ 254,756 $ 508,082 $ 526,628

(1)Represents premiums from our participation in certain credit risk transfer programs.

(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
Three Months Ended<br>June 30, Six Months Ended<br>June 30,
(In thousands) 2022 2021 2022 2021
Ceding commissions earned (1) $ 3,424 $ 7,919 $ 8,558 $ 18,326
Ceded losses (2) (15,093) (1,078) (27,860) 2,668

(1)Ceding commissions earned are primarily related to mortgage insurance and are included as an offset to expenses primarily in other operating expenses on our condensed consolidated statements of operations. Deferred ceding commissions of $31.7 million and $38.6 million are included in other liabilities on our condensed consolidated balance sheets at June 30, 2022, and December 31, 2021, respectively.

(2)Primarily all related to mortgage insurance.

Single Premium QSR Program

Radian Guaranty entered into each of the 2016 Single Premium QSR Agreement, 2018 Single Premium QSR Agreement and 2020 Single Premium QSR Agreement with panels of third-party reinsurers to cede a contractual quota share percent of our Single Premium NIW as of the effective date of each agreement (as set forth in the table below), subject to certain conditions. Radian Guaranty receives a ceding commission for ceded premiums written pursuant to these transactions. Radian Guaranty also receives a profit commission annually, provided that the loss ratio on the loans covered under the agreement 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.

Each of the agreements is subject to a scheduled termination date as set forth in the table below; however, Radian Guaranty has the option, based on certain conditions and subject to a termination fee, to terminate any of the agreements at the end of any calendar quarter on or after the applicable optional termination date. If Radian Guaranty exercises this option in the future, it would result in Radian Guaranty reassuming the related RIF in exchange for a net payment to the reinsurer calculated in accordance with the terms of the applicable agreement. Radian Guaranty also may terminate any of the agreements prior to the applicable scheduled termination date under certain circumstances, including if one or both of the GSEs no longer grant full PMIERs capital relief for the reinsurance.

Table of Contents<br><br>Glossary Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements

As of January 1, 2022, Radian Guaranty is no longer ceding NIW under the Single Premium QSR Program. In July 2022, Radian Guaranty agreed to the principal terms of the 2022 QSR Agreement, which includes Single Premium Policies, with a panel of third-party reinsurance providers, as further described below.

The following table sets forth additional details regarding the Single Premium QSR Program.

Single Premium QSR Program
2020 Single Premium QSR Agreement 2018 Single Premium QSR Agreement 2016 Single Premium QSR Agreement
NIW policy dates Jan 1, 2020-Dec 31, 2021 Jan 1, 2018-Dec 31, 2019 Jan 1, 2012-Dec 31, 2017
Effective date January 1, 2020 January 1, 2018 January 1, 2016
Scheduled termination date December 31, 2031 December 31, 2029 December 31, 2027
Optional termination date January 1, 2024 January 1, 2022 January 1, 2020
Quota share % 65% 65% 20% - 65% (1)
Ceding commission % 25% 25% 25%
Profit commission % Up to 56% Up to 56% Up to 55%
(In millions) As of June 30, 2022
RIF ceded $ 2,085 $ 968 $ 1,612
(In millions) As of December 31, 2021
RIF ceded $ 2,198 $ 1,117 $ 1,913

(1)Effective December 31, 2017, we amended the 2016 Single Premium QSR Agreement to increase the amount of ceded risk on performing loans under the agreement from 35% to 65% for the 2015 through 2017 vintages. Loans included in the 2012 through 2014 vintages, and any other loans subject to the agreement that were delinquent at the time of the amendment, were unaffected by the change and therefore the amount of ceded risk for those loans continues to range from 20% to 35%.

Excess-of-Loss Program

Radian Guaranty has entered into six fully collateralized reinsurance arrangements with the Eagle Re Issuers. 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 six 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 aggregate excess-of-loss reinsurance coverage for these arrangements decreases over the maturity period of the mortgage insurance-linked notes (either a 10-year or 12.5-year period depending on the transaction) as the principal balances of the underlying covered mortgages decrease and as any claims are paid by the applicable Eagle Re Issuer or the mortgage insurance is canceled. Radian Guaranty has rights to terminate the reinsurance agreements upon the occurrence of certain events.

Under each of the reinsurance agreements, the outstanding reinsurance coverage amount will begin amortizing after an initial period in which a target level of credit enhancement is obtained and will stop amortizing if certain thresholds, or triggers, are reached, including a delinquency trigger event based on an elevated level of delinquencies as defined in the related insurance-linked notes transaction agreements. The insurance-linked notes issued by Eagle Re 2018-1 and 2019-1 are currently subject to a delinquency trigger event, which was first reported to the insurance-linked note investors on June 25, 2020. For the insurance-linked notes that are subject to a delinquency trigger event, both the amortization of the outstanding reinsurance coverage amount pursuant to our reinsurance arrangements with the Eagle Re Issuers and the amortization of the principal amount of the related insurance-linked notes issued by the Eagle Re Issuers have been suspended and will continue to be suspended during the pendency of the trigger event.

Table of Contents<br><br>Glossary Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements

The following tables set forth additional details regarding the Excess-of-Loss Program as of June 30, 2022, and December 31, 2021.

Excess-of-Loss Program
(In millions) Eagle Re 2021-2 Ltd. Eagle Re<br><br>2021-1 Ltd. (1) Eagle Re<br><br>2020-2 Ltd. (2) Eagle Re<br>2020-1 Ltd. Eagle Re<br>2019-1 Ltd. Eagle Re<br>2018-1 Ltd.
Issued November<br>2021 April<br>2021 October<br>2020 February<br>2020 April<br>2019 November<br>2018
NIW policy dates Jan 1, 2021-<br>Jul 31, 2021 Aug 1, 2020-<br>Dec 31, 2020 Oct 1, 2019-<br>Jul 31, 2020 Jan 1, 2019-<br>Sep 30, 2019 Jan 1, 2018-<br>Dec 31, 2018 Jan 1, 2017-<br>Dec 31, 2017
Initial RIF $ 10,758 $ 11,061 $ 13,011 $ 9,866 $ 10,705 $ 9,109
Initial coverage 484 498 390 488 562 434
Initial first layer retention 242 221 423 202 268 205
(In millions) As of June 30, 2022
RIF $ 9,714 $ 8,633 $ 6,571 $ 2,675 $ 1,977 $ 1,717
Remaining coverage 484 432 66 434 385 276
First layer retention 242 221 423 202 264 201
(In millions) As of December 31, 2021
RIF $ 10,379 $ 9,496 $ 7,623 $ 3,241 $ 2,429 $ 2,117
Remaining coverage 484 498 144 488 385 276
First layer retention 242 221 423 202 264 201

(1)Radian Group purchased $45.4 million original principal amount of these mortgage insurance-linked notes, which are included in fixed-maturities available for sale on our condensed consolidated balance sheet at June 30, 2022. See Notes 5 and 6 for additional information.

(2)In March 2022, Radian Group purchased $17.5 million original principal amount of these mortgage insurance-linked notes, of which $8.3 million principal amount is remaining and included in fixed-maturities available for sale on our condensed consolidated balance sheet at June 30, 2022. See Notes 5 and 6 for additional information.

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 2021 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 one-month LIBOR (or an acceptable alternative to LIBOR) or SOFR, as applicable, 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 premiums we pay will vary based on: (i) the spread between LIBOR (or an acceptable alternative to LIBOR) or SOFR, as provided in each applicable reinsurance agreement, and the rates on the investments held by the reinsurance trust and (ii) the outstanding amount of reinsurance coverage.

As the reinsurance premium will vary based on changes in these rates, we concluded that the reinsurance agreements contain embedded derivatives, which we have accounted for separately as freestanding derivatives and recorded in other assets or other liabilities on our condensed consolidated balance sheets. Changes in the fair value of these embedded derivatives are recorded in net gains (losses) on investments and other financial instruments in our condensed consolidated statements of operations. See Note 5 herein and Note 5 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for more information on our fair value measurements of financial instruments, including our embedded derivatives.

In the event an Eagle Re Issuer is unable to meet its future obligations to us, if any, our insurance subsidiaries would be liable to make claims payments to our policyholders. In the event that all of the assets in the reinsurance trust (consisting of U.S. government money market funds, cash or U.S. Treasury securities) 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. In the same scenario, the related embedded derivative would no longer have value.

Table of Contents<br><br>Glossary Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements

The Eagle Re Issuers represent our only VIEs as of June 30, 2022, and December 31, 2021. The following table presents the total 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,<br>2022 December 31,<br>2021
Eagle Re 2021-2 Ltd. $ 484,122 $ 484,122
Eagle Re 2021-1 Ltd. 432,404 497,735
Eagle Re 2020-2 Ltd. 65,785 143,986
Eagle Re 2020-1 Ltd. 433,490 488,385
Eagle Re 2019-1 Ltd. 384,602 384,602
Eagle Re 2018-1 Ltd. 275,718 275,718
Total $ 2,076,121 $ 2,274,548

(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.

Other Collateral

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. However, consistent with the PMIERs reinsurer counterparty collateral requirements, Radian Guaranty’s reinsurers 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 was $127.3 million as of June 30, 2022, compared to $167.9 million as of December 31, 2021. In addition, for the Single Premium QSR Program, Radian Guaranty holds amounts related to ceded premiums written to collateralize the reinsurers’ obligations, which is reported in reinsurance funds withheld on our condensed consolidated balance sheets. Any loss recoveries and profit commissions paid to Radian Guaranty related to the Single Premium QSR Program are expected to be realized from this account.

2022 QSR Agreement

In July 2022, Radian Guaranty agreed to the principal terms of the 2022 QSR Agreement with a panel of third-party reinsurance providers. Under the 2022 QSR Agreement, which remains subject to final documentation, starting July 1, 2022, we expect to cede 20% of policies issued between January 1, 2022, and June 30, 2023, subject to certain conditions including a limitation on ceded RIF equal to $8.5 billion over the term of the agreement.

Radian Guaranty will receive a 20% ceding commission for ceded premiums earned pursuant to this transaction. Radian Guaranty will also receive an annual profit commission based on the performance of the loans subject to the agreement, provided that the loss ratio on the subject loans is below 59% for that calendar year. Radian Guaranty may discontinue ceding new policies under the agreement at the end of any calendar quarter.

The agreement is scheduled to terminate June 30, 2033. Radian Guaranty has the option, based on certain conditions and subject to a termination fee, to terminate the agreement as of July 1, 2026, or at the end of any calendar quarter thereafter, which would result in Radian Guaranty reassuming the related RIF in exchange for a net payment to the reinsurers calculated in accordance with the terms of the agreement. Radian Guaranty also may terminate this agreement prior to the scheduled termination date under certain circumstances, including if one or both of the GSEs no longer grant full PMIERs credit for the reinsurance.

See Note 8 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for more information about our reinsurance transactions.

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  1. Other Assets

The following table shows the components of other assets as of the dates indicated.

Other assets
(In thousands) June 30,<br>2022 December 31,<br>2021
Prepaid reinsurance premiums (1) $ 166,652 $ 201,674
Company-owned life insurance (2) 105,169 113,386
Loaned securities (Note 5) 79,073 103,996
Right-of-use assets 28,973 31,878
Other 34,545 32,246
Total other assets $ 414,412 $ 483,180

(1)Relates primarily to our Single Premium 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.

See Note 9 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for more information about our right-of-use assets and related impairment analysis.

  1. Income Taxes

As of June 30, 2022, and December 31, 2021, our current federal income tax liability was $24.2 million and $19.9 million, respectively, and is included as a component of other liabilities in our condensed consolidated balance sheets.

We are required to establish a valuation allowance against our deferred tax assets when it is more likely than not that all or some portion of our deferred tax assets will not be realized. At each balance sheet date, we assess our need for a valuation allowance, and this assessment is based on all available evidence, both positive and negative. This requires management to exercise judgment and make assumptions regarding whether our deferred tax assets will be realized in future periods. Certain entities within our consolidated group have generated deferred tax assets relating primarily to state and local NOL carryforwards, which, if unutilized, will expire during various future tax periods. We have determined that certain of these entities may continue to generate taxable losses on a separate company basis in the near-term and may not be able to fully utilize certain of their state and local NOLs on their state and local tax returns. Therefore, with respect to deferred tax assets relating to these state and local NOLs and other state timing adjustments, we retained a valuation allowance of $85.4 million at June 30, 2022. In addition, as of June 30, 2022, we have generated deferred tax assets related to unrealized capital losses, and we consider it more likely than not that these assets will be realized. We will continue to monitor the level of these losses and our overall ability to realize the related deferred tax assets in the coming quarters.

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 June 30, 2022, and December 31, 2021, we held $466.1 million and $354.1 million, respectively, of these bonds, which are included 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. See Note 16 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for additional information about our U.S. Mortgage Guaranty Tax and Loss Bonds.

For additional information on our income taxes, including our accounting policies, see Notes 2 and 10 of Notes to Consolidated Financial Statements in our 2021 Form 10-K.

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  1. Losses and LAE

Our reserve for losses and LAE, at the end of each period indicated, consisted of the following.

Reserve for losses and LAE
(In thousands) June 30,<br>2022 December 31,<br>2021
Primary case $ 562,436 $ 790,380
Primary IBNR and LAE 16,571 22,745
Pool and other 9,940 10,011
Mortgage insurance 588,947 823,136
Title insurance 5,861 5,506
Total reserve for losses and LAE $ 594,808 $ 828,642

For the periods indicated, the following table presents information relating to our mortgage insurance reserve for losses, including our IBNR reserve and LAE.

Rollforward of mortgage insurance reserve for losses
Six Months Ended<br>June 30,
(In thousands) 2022 2021
Balance at beginning of period $ 823,136 $ 844,107
Less: Reinsurance recoverables (1) 66,676 71,769
Balance at beginning of period, net of reinsurance recoverables 756,460 772,338
Add: Losses and LAE incurred in respect of default notices reported and unreported in:
Current year (2) 75,931 85,807
Prior years (274,397) (36,695)
Total incurred (198,466) 49,112
Deduct: Paid claims and LAE related to:
Current year (2) 165 246
Prior years 7,836 14,447
Total paid 8,001 14,693
Balance at end of period, net of reinsurance recoverables 549,993 806,757
Add: Reinsurance recoverables (1) 38,954 74,006
Balance at end of period $ 588,947 $ 880,763

(1)Related to ceded losses recoverable, if any, on 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 are driven by: (i) case reserves established for new default notices, which are primarily impacted by the number of new primary default notices received in the period and our related gross Default to Claim Rate assumption 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 assumptions.

New primary default notices totaled 17,402 for the six months ended June 30, 2022, compared to 19,996 for the six months ended June 30, 2021, representing a decrease of 13%. Our gross Default to Claim Rate assumption applied to new defaults was 8.0% as of both June 30, 2022, and June 30, 2021. As a result, the decrease in new default notices was the

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primary driver of the decrease in losses incurred related to current year defaults for the six months ended June 30, 2022, as compared to the same period in the prior year.

Our provision for losses during both the first six months of 2022 and 2021 was positively impacted by favorable reserve development on prior year defaults, primarily as a result of more favorable trends in Cures than originally estimated due to favorable outcomes resulting from mortgage forbearance programs implemented in response to the COVID-19 pandemic as well as positive trends in home price appreciation. These favorable observed trends resulted in reductions in our Default to Claim Rate assumptions for prior year default notices, particularly for those defaults first reported in 2020 following the start of the COVID-19 pandemic.

Claims Paid

Total claims paid decreased for the six months ended June 30, 2022, compared to the same period in 2021. The decrease in claims paid is primarily attributable to a reduction in payments made to settle certain previously disclosed legal proceedings.

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 2021 Form 10-K.

  1. Borrowings and Financing Activities

The carrying value of our debt at June 30, 2022, and December 31, 2021, was as follows.

Borrowings
(In thousands) June 30,<br>2022 December 31,<br>2021
Senior notes
Senior Notes due 2024 $ 447,211 $ 446,631
Senior Notes due 2025 519,338 518,405
Senior Notes due 2027 444,909 444,437
Total senior notes $ 1,411,458 $ 1,409,473
FHLB advances
FHLB advances due 2022 $ 95,915 $ 71,050
FHLB advances due 2023 52,995 52,995
FHLB advances due 2024 18,954 13,954
FHLB advances due 2025 9,984 9,984
FHLB advances due 2027 6,436 3,000
Total FHLB advances $ 184,284 $ 150,983

FHLB Advances

As of June 30, 2022, we had $184.3 million of fixed-rate advances outstanding with a weighted average interest rate of 1.18%. Interest on the FHLB advances is payable quarterly, or at maturity if the term of the advance is less than 90 days. Principal is due at maturity. For obligations with maturities greater than or equal to 90 days, we may prepay the debt at any time, subject to a prepayment fee calculation.

The principal balance of the FHLB advances are required to be collateralized by eligible assets with a market 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 fixed-maturities available for sale and trading securities include securities totaling $207.2 million and $167.3 million at June 30, 2022, and December 31, 2021, respectively, which serve as collateral for our FHLB advances to satisfy this requirement. See Note 12 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for additional information about our FHLB advances.

Revolving Credit Facility

Radian Group has in place a $275.0 million unsecured revolving credit facility with a syndicate of bank lenders. As of June 30, 2022, Radian Group was in compliance with all of the revolving credit facility covenants, and there were no amounts

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outstanding. For more information regarding our revolving credit facility, including certain of its terms and covenants, see Note 12 of Notes to Consolidated Financial Statements in our 2021 Form 10-K.

Mortgage Financing Facility

On July 15, 2022, Radian Group entered into a Guaranty Agreement (the “Parent Guaranty”) in favor of Goldman to guaranty the obligations of Radian Group’s subsidiaries Radian Mortgage Capital and Radian Liberty Funding LLC (“Liberty”) in connection with a $300 million mortgage loan repurchase facility (the “Mortgage Financing Facility”) that Radian Mortgage Capital and Liberty have entered into with Goldman pursuant to the Master Repurchase Agreement (defined below).

Radian Mortgage Capital and its wholly-owned subsidiary Liberty entered into a Master Repurchase Agreement (the “Master Repurchase Agreement”), dated as of July 15, 2022, among Liberty, Goldman and Radian Mortgage Capital, pursuant to which Liberty may from time to time sell to Goldman, and later repurchase, certain Participation Interests (as defined in the Master Repurchase Agreement) in residential mortgage loan assets. The Mortgage Financing Facility is uncommitted, and Goldman is under no obligation to fund the purchase of any residential mortgage loan assets under this facility. In the event Goldman advances funds under the Mortgage Financing Facility, the amount of such advances generally will be calculated as a percentage of the unpaid principal balance or market value of the residential mortgage loan assets, depending on the credit characteristics of the loans being purchased.

The Master Repurchase Agreement contains provisions that provide Goldman with certain rights in the event of a decline in the market value of the purchased residential mortgage loan assets. Under these provisions, Goldman may require Liberty to transfer cash or additional eligible residential mortgage loan assets with an aggregate market value that is equal to the difference between the value of the residential mortgage loan assets then subject to the Master Repurchase Agreement and a minimum threshold amount.

Pursuant to the Parent Guaranty, Radian Group is subject to negative and affirmative covenants customary for this type of financing transaction, including, among others: (i) limitations on the incurrence of debt; (ii) restrictions on certain transactions with affiliates, payments and investments; and (iii) a requirement that Radian Guaranty maintain its eligibility as a private mortgage insurer with Freddie Mac and Fannie Mae. The Parent Guaranty also contains various financial covenants that the Company must remain in compliance with, including those related to: (i) the total adjusted capital of the Company’s primary mortgage insurance subsidiaries Radian Guaranty and Radian Reinsurance; (ii) the Company’s minimum consolidated net worth; and (iii) the Company’s maximum debt-to-total capitalization ratio. The covenants and financial covenants in the Parent Guaranty are generally consistent with the comparable covenants in the Company’s revolving credit facility, including with respect to the payment of dividends on shares of its common stock which are permitted under both agreements so long as no default or event of default exists and the Company is in pro forma compliance with the applicable financial covenants on the date a dividend is declared.

  1. 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. In connection with these matters, from time to time we receive requests and subpoenas seeking information and documents related to aspects of our business. These legal proceedings and regulatory matters 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 such actions will not have a material adverse effect on our consolidated financial condition. The outcome of litigation and other legal proceedings and regulatory matters is inherently uncertain, and it is possible that any one or more of these matters currently pending or threatened could have an adverse effect on our liquidity, financial condition or results of operations for any particular period.

Lease Liability

Our lease liability represents the present value of future lease payments over the lease term. Our operating lease liability was $49.6 million and $53.5 million as of June 30, 2022, and December 31, 2021, respectively, and is classified in other liabilities in our condensed consolidated balance sheets.

See Note 13 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for further information regarding our commitments and contingencies and our accounting policies for contingencies.

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  1. Capital Stock

Share Repurchase Activity

On February 9, 2022, Radian Group’s board of directors approved a share repurchase program authorizing the Company to spend up to $400.0 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. Radian generally operates its share repurchase programs pursuant to a trading plan under Rule 10b5-1 of the Exchange Act, which permits the Company to purchase shares, at pre-determined price targets, when it may otherwise be precluded from doing so. The authorization will expire in February 2024.

During the three and six months ended June 30, 2022, the Company purchased 9.1 million and 10.0 million shares at an average price of $20.25 and $20.51 per share, including commissions, respectively. As of June 30, 2022, purchase authority of up to $195.0 million remained available under this program.

During July, the Company purchased 4.8 million shares of its common stock under its share repurchase program at an average price of $20.47 per share including commissions. After giving consideration to these repurchases, purchase authority of up to $97.6 million remained available under this program.

Dividends and Dividend Equivalents

We declared quarterly cash dividends on our common stock equal to $0.125 per share during the first quarter of 2021 and declared quarterly cash dividends on our common stock equal to $0.14 per share for the remaining quarters of 2021. On February 9, 2022, Radian Group’s board of directors authorized an increase to the Company’s quarterly dividend from $0.14 to $0.20 per share, beginning with the dividend declared in the first quarter of 2022.

Share-Based and Other Compensation Programs

During the second quarter of 2022, certain executive and non-executive officers were granted time-vested and performance-based RSUs to be settled in 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. The vesting of the performance-based RSUs granted to certain executive and non-executive officers is based upon the cumulative growth in Radian’s book value per share, adjusted for certain defined items, over a three-year performance period and, with the exception of certain retirement-eligible employees, continued service through the vesting date. Performance-based RSUs granted to executive officers are subject to a one-year post vesting holding period.

The time-vested RSU awards granted to certain executive and non-executive officers in 2022 generally vest in pro rata installments on each of the first three anniversaries of the grant date. In addition, time-vested RSU awards were also granted to non-employee directors and generally are subject to one-year cliff vesting. See Note 17 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for additional information regarding the Company’s share-based and other compensation programs.

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Information with regard to RSUs to be settled in stock for the periods indicated is as follows.

Rollforward of RSUs
Performance-Based Time-Vested
Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value
Outstanding, December 31, 2021 (1) 2,340,673 $ 16.76 1,808,551 $ 15.51
Granted (2) 643,740 $ 20.09 560,443 $ 21.06
Performance adjustment (3) 197,534 $ — — $ —
Vested (4) (796,479) $ 18.35 (425,186) $ 18.86
Forfeited (4,832) $ 17.94 (7,278) $ 19.46
Outstanding, June 30, 2022 (1) 2,380,636 $ 17.61 1,936,530 $ 16.36

(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 the cumulative growth in Radian’s book value, adjusted for certain defined terms, over the respective three-year performance period and, with the exception of certain retirement-eligible employees, continued service through the vesting date, which could result in changes in 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 grant date.

(4)Represents amounts vested during the year, including the impact of performance adjustments for performance-based awards.

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  1. Accumulated Other Comprehensive Income (Loss)

The following tables show the rollforward of accumulated other comprehensive income (loss) as of the periods indicated.

Rollforward of accumulated other comprehensive income
Three Months Ended<br>June 30, 2022 Six Months Ended<br>June 30, 2022
(In thousands) Before Tax Tax Effect Net of Tax Before Tax Tax Effect Net of Tax
Balance at beginning of period $ (163,991) $ (34,438) $ (129,553) $ 152,016 $ 31,923 $ 120,093
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 (256,538) (53,873) (202,665) (574,629) (120,672) (453,957)
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 (3,940) (827) (3,113) (5,918) (1,243) (4,675)
Net unrealized gains (losses) on investments (252,598) (53,046) (199,552) (568,711) (119,429) (449,282)
Other adjustments to comprehensive income (loss), net — — — 106 22 84
Other comprehensive income (loss) (252,598) (53,046) (199,552) (568,605) (119,407) (449,198)
Balance at end of period $ (416,589) $ (87,484) $ (329,105) $ (416,589) $ (87,484) $ (329,105)
Three Months Ended<br>June 30, 2021 Six Months Ended<br>June 30, 2021
(In thousands) Before Tax Tax Effect Net of Tax Before Tax Tax Effect Net of Tax
Balance at beginning of period $ 147,766 $ 31,031 $ 116,735 $ 333,829 $ 70,104 $ 263,725
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 81,617 17,140 64,477 (104,926) (22,034) (82,892)
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 2,375 499 1,876 1,585 333 1,252
Net decrease (increase) in expected credit losses 608 128 480 918 193 725
Net unrealized gains (losses) on investments 78,634 16,513 62,121 (107,429) (22,560) (84,869)
Other comprehensive income (loss) 78,634 16,513 62,121 (107,429) (22,560) (84,869)
Balance at end of period $ 226,400 $ 47,544 $ 178,856 $ 226,400 $ 47,544 $ 178,856

(1)Included in net gains (losses) on investments and other financial instruments on our condensed consolidated statements of operations.

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  1. Statutory Information

Our insurance subsidiaries’ statutory net income for the year-to-date periods ended June 30, 2022 and 2021, and statutory policyholders’ surplus as of June 30, 2022, and December 31, 2021, were as follows.

Statutory net income
Six Months Ended June 30,
(In thousands) 2022 2021
Radian Guaranty $ 577,578 $ 348,307
Radian Reinsurance 892 7,418
Other mortgage subsidiaries 1,082 629
Radian Title Insurance 1,964 2,623
Statutory policyholders’ surplus
(In thousands) June 30,<br>2022 December 31,<br>2021
Radian Guaranty $ 572,349 $ 778,148
Radian Reinsurance 324,051 327,118
Other mortgage subsidiaries 15,713 14,524
Radian Title Insurance 38,555 36,599

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. There are 16 RBC States that currently impose a Statutory RBC Requirement. The most common Statutory RBC Requirement is that a mortgage insurer’s Risk-to-capital may not exceed 25 to 1. In certain of the RBC States, a mortgage insurer must satisfy a MPP Requirement. Radian Guaranty was in compliance with all applicable Statutory RBC Requirements and MPP Requirements in each of the RBC States as of June 30, 2022. Radian Guaranty’s Risk-to-capital was 11.9:1 and 11.1:1 as of June 30, 2022, and December 31, 2021, 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 mortgage insurance and title insurance subsidiaries were also in compliance with all statutory and counterparty capital requirements as of June 30, 2022.

In addition, in order 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, 2022, 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. As of June 30, 2022, the amount of restricted net assets held by our consolidated insurance subsidiaries (which represents our equity investment in those insurance subsidiaries) totaled $4.3 billion of our consolidated net assets.

In light of Radian Guaranty’s negative unassigned surplus related to operating losses in prior periods and the ongoing need to set aside contingency reserves, which totaled $4.1 billion as of June 30, 2022, Radian Guaranty is not currently permitted under applicable insurance laws to pay ordinary dividends or other distributions to Radian Group without prior approval from the Pennsylvania Insurance Department. In February 2022, the Pennsylvania Insurance Department provided such approval for a $500 million return of capital from Radian Guaranty to Radian Group, which was paid on February 11, 2022, in cash and marketable securities. This transfer was approved as an Extraordinary Distribution in the form of a return of paid-in capital and resulted in a $500 million decrease in Radian Guaranty’s statutory policyholders’ surplus. Based on the current strong performance and assuming the continuation of favorable credit performance in our mortgage insurance business, we expect that Radian Guaranty could potentially have positive unassigned surplus by 2023.

Radian Reinsurance had positive unassigned surplus at December 31, 2021, and as a result, Radian Reinsurance does have the ability to pay ordinary dividends of up to $32.7 million in 2022.

For a description of our compliance with statutory and other regulations for our mortgage insurance and title insurance businesses, including statutory capital requirements and dividend restrictions, see Note 16 of Notes to Consolidated Financial Statements in our 2021 Form 10-K.

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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 2021 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 2021 Form 10-K.

The following analysis of our financial condition and results of operations for the three and six months ended June 30, 2022, provides information that evaluates our financial condition as of June 30, 2022, compared with December 31, 2021, and our results of operations for the three and six months ended June 30, 2022, compared to the same periods last year.

Certain terms and acronyms used throughout this report are defined in the Glossary of Abbreviations and Acronyms included as part of this report. In addition, investors should review the “Cautionary Note Regarding Forward-Looking Statements—Safe Harbor Provisions” herein, and “Item 1A. Risk Factors” in our 2021 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” and Note 1 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Index to Item 2

Item Page
Overview 39
Key Factors Affecting Our Results 41
Mortgage Insurance Portfolio 42
Results of Operations—Consolidated 45
Results of Operations—Mortgage 50
Results of Operations—homegenius 55
Results of Operations—All Other 58
Liquidity and Capital Resources 58
Critical Accounting Estimates 63

Overview

We are a diversified mortgage and real estate business with two reportable business segments—Mortgage and homegenius.

Our Mortgage segment aggregates, manages and distributes U.S. mortgage credit risk on behalf of mortgage lending institutions and mortgage credit investors, principally through private mortgage insurance on residential first-lien mortgage loans, and also provides contract underwriting and other credit risk management solutions to our customers. Our homegenius segment offers an array of title, real estate and technology products and services to consumers, mortgage lenders, mortgage and real estate investors, GSEs, real estate brokers and agents.

Current Operating Environment

As a seller of mortgage credit protection and other mortgage and credit risk management solutions and real estate products and services, our business results are subject to macroeconomic conditions and other events that impact the housing, housing finance and related real estate markets, the credit performance of our underlying insured assets and our future business opportunities, as well as seasonal fluctuations that specifically affect the mortgage origination environment. The performance of our Mortgage business is particularly influenced by macroeconomic conditions and specific events that impact the housing finance and real estate markets, including housing prices, inflationary pressures, interest rate changes, unemployment levels, the availability of credit, national and regional economic conditions and other events that impact mortgage originations and the credit performance of our mortgage insurance portfolio, most of which are beyond our control.

The U.S. economy is currently experiencing a high rate of inflation and slower economic growth. The inflationary trends in the current economic environment have been exacerbated by strong consumer demand and pervasive supply chain

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disruptions, including as a result of the effects of the COVID-19 pandemic and related government responses, as well as the Russia-Ukraine conflict. Recent actions taken by the U.S. Federal Reserve to increase interest rates in response to these inflationary pressures led to a sharp and significant increase in mortgage interest rates during the first half of 2022. The U.S. Federal Reserve raised rates further in July 2022 and has signaled that it expects to continue to increase rates throughout the year. While we expect these interest rate increases to continue to negatively impact certain aspects of our results, including through lower NIW, lower homegenius revenues and lower investment fair values, we also expect to benefit from the rate increases due to higher Persistency Rates that will favorably impact our IIF, as well as through the recognition of higher net investment income, as discussed below.

We wrote NIW of $37.6 billion in the first half of 2022, a decrease of 10.1% compared to our NIW in the first half of 2021. Despite current inflationary pressures and rising interest rates, which among other things, are slowing the rate of home appreciation in the U.S., we continue to believe that the long-term housing market fundamentals and outlook remain positive, including demographics supporting growth in the population of first-time homebuyers and a constrained supply of homes available for sale. While the recent increases in mortgage interest rates have reduced refinance demand, they have also resulted in a decrease in policy cancellations, which has increased our Persistency Rate, and in turn contributed to growth in our IIF. See “Mortgage Insurance Portfolio” for additional details on our NIW and IIF.

The same inflationary pressures and rising interest rate environment that are impacting mortgage refinance demand and our NIW are also impacting our homegenius business, including a decrease in our title revenues in the second quarter of 2022 as compared to the first quarter of 2022, due to the rapid decline in industrywide refinance volumes. The current macroeconomic trends, and the corresponding softening in demand for home sales and mortgage refinancings, are expected to also impact the market demand for our proprietary digital real estate products and services. In addition, the market readiness of these digital products and services has been negatively impacted by longer than anticipated launch timelines.

The recent sharp increases in interest rates also materially affected the fair value of our investment portfolio in the first half of 2022, resulting in significant unrealized losses on investments. Given our intent and ability as of June 30, 2022, to hold these securities until recovery of their amortized cost basis, we do not expect to realize a loss on any of our investments in an unrealized loss position. The recent decrease in the fair value of our investments due to higher market interest rates negatively affected our net income and stockholders’ equity during the three and six months ended June 30, 2022. Conversely, this higher interest rate environment resulted in the recognition of higher net investment income in the second quarter of 2022, which is expected to continue in future periods. See Note 6 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information about our investments.

The onset of the COVID-19 pandemic resulted in a significant increase in unemployment which had a negative impact on the economy and, as a result, we experienced a material increase in new defaults in 2020, substantially all of which related to defaults of loans subject to mortgage forbearance programs implemented in response to the COVID-19 pandemic. Beginning in the second quarter of 2020, the increase in the number of new mortgage defaults resulting from the COVID-19 pandemic had a negative effect on our results of operations and our reserve for losses. However, subsequent trends in Cures have been more favorable than original expectations, resulting in favorable loss reserve development in 2021 and in the three and six months ended June 30, 2022. See Note 11 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information on our reserve for losses.

As noted above, following the start of the pandemic, we experienced a material increase in new defaults and our primary default rate increased sharply to 6.5% at June 30, 2020. Since then, favorable trends in the number of new defaults and Cures have led to a decline in our default inventory and default rate, resulting in a primary default rate of 2.2% at June 30, 2022.

The number, timing and duration of new defaults and, in turn, the number of defaults that ultimately result in claims will depend on a variety of factors, including the number and timing of Cures and claims paid and the net impact on IIF from our Persistency Rate and future NIW. See “Item 1A. Risk Factors” in our 2021 Form 10-K for additional discussion of these factors and other risks and uncertainties.

Despite risks and uncertainties, we believe that the steps we have taken in recent years, including by improving our capital and liquidity positions, enhancing our financial flexibility, implementing greater risk-based granularity into our pricing methodologies and increasing our use of risk distribution strategies to lower the risk profile and financial volatility of our mortgage insurance portfolio, has helped position the Company to better withstand the negative effects from macroeconomic stresses discussed above, including those resulting from the high rate of inflation and rising interest rates, the Russia-Ukraine conflict and the other risks described in “Item 1A. Risk Factors” in our 2021 Form 10-K.

In particular, we believe that the range of risk distribution transactions and strategies that Radian and other private mortgage insurance participants have engaged in have helped increase the financial strength and flexibility of the private mortgage insurance industry by mitigating credit risk and financial volatility through varying economic cycles. As of June 30, 2022, 62% of our primary RIF is subject to a form of risk distribution and our estimated reinsurance recoverables related to our mortgage insurance portfolio were $39.0 million. After consideration of the 2022 QSR Agreement, 76% of our primary RIF as of June 30, 2022, is subject to a form of risk distribution. Our use of risk distribution structures has reduced our required capital and enhanced our projected return on capital, and we expect these structures to provide a level of credit protection in periods of economic stress.

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Legislative and Regulatory Developments

We are subject to comprehensive regulation by both federal and state regulatory authorities. For a description of significant state and federal regulations and other requirements of the GSEs that are applicable to our businesses, as well as legislative and regulatory developments affecting the housing finance industry, see “Item 1. Business—Regulation” in our 2021 Form 10-K. Except as discussed below, there were no significant regulatory developments impacting our businesses from those discussed in our 2021 Form 10-K.

In June 2022, FHFA announced the release of the GSEs’ Equitable Housing Finance Plans, providing a framework for planned initiatives to address access to homeownership for minority and underserved communities. The plans include a particular focus on Special Purpose Credit Programs (“SPCPs”) and note that these programs could consider modifications to mortgage insurance requirements. While both Fannie Mae and Freddie Mac’s plans note this potential change as part of these programs, details on any future changes remain uncertain. Both GSEs expect to launch SPCPs by the end of 2022. The plans also include expected activity to address credit and alternative data in underwriting, valuations and appraisals, title insurance, among others. The GSEs are expected to update these plans annually.

In order to be eligible to insure loans purchased by the GSEs, mortgage insurers such as Radian Guaranty must meet the GSEs’ eligibility requirements, or PMIERs. On July 29, 2022, the GSEs issued guidance supplementing and modifying certain operational provisions of the PMIERs effective as of June 30, 2022. The new guidance applies to all private mortgage insurers and among other items, specifically amends certain provisions of the PMIERs relating to corporate governance, the foreclosure bidding process and certain calculations included in each mortgage insurer’s operational scorecard. Radian Guaranty expects to be able to comply with the new requirements. The new guidance does not impact or change the PMIERs Financial Requirements.

Recent Company Developments

In July 2022, we announced the launch of Radian Mortgage Capital, a mortgage conduit formed to provide residential mortgage lenders with an additional secondary-market option to sell eligible loans to us and to provide mortgage investors with another known sponsor. Radian Mortgage Capital plans to leverage our lender relationships to aggregate residential mortgage loans, which Radian Mortgage Capital expects to then distribute into the capital markets through private label securitizations or sell directly to mortgage investors, with the option to retain and manage structured components of the underlying credit risk where we see value. Consistent with our stated strategy, Radian Mortgage Capital expands our capabilities to participate in the mortgage market to aggregate, manage and distribute residential mortgage credit risk.

Consistent with our use of risk distribution strategies to effectively manage capital and proactively mitigate risk, Radian Guaranty agreed to the principal terms of the 2022 QSR Agreement in July 2022 with a panel of third-party reinsurance providers. Under the 2022 QSR Agreement, which remains subject to final documentation, starting July 1, 2022, we expect to cede 20% of policies issued between January 1, 2022, and June 30, 2023, subject to certain conditions. See Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements in this report for more information about the 2022 QSR Agreement and our other reinsurance transactions.

Key Factors Affecting Our Results

The key factors affecting our results are discussed in our 2021 Form 10-K. There have been no material changes to these key factors.

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Mortgage Insurance Portfolio

IIF by origination vintage (1)

rdn-20220630_g2.jpg

Insurance in Force as of:
Vintage written in:<br>($ in billions) June 30,<br>2022 December 31, 2021 June 30,<br>2021
¢ 2022 $36.9 14.5 % $— — % $— — %
¢ 2021 82.0 32.3 87.4 35.5 41.0 17.3
¢ 2020 65.5 25.7 74.3 30.2 86.9 36.6
¢ 2019 20.0 7.8 24.0 9.8 32.3 13.6
¢ 2018 10.1 4.0 12.4 5.0 16.7 7.1
¢ 2017 9.3 3.7 11.5 4.7 15.2 6.4
¢ 2009 - 2016 20.3 8.0 25.0 10.2 32.1 13.5
¢ 2008 & Prior (2) 10.1 4.0 11.4 4.6 13.1 5.5
Total $254.2 100.0 % $246.0 100.0 % $237.3 100.0 %

(1)Policy years represent the original policy years and have not been adjusted to reflect subsequent refinancing activity under HARP.

(2)Includes loans that were subsequently refinanced under HARP.

New Insurance Written

We wrote $18.9 billion and $37.6 billion of primary new mortgage insurance in the three and six months ended June 30, 2022, respectively, compared to $21.7 billion and $41.8 billion of NIW in the three and six months ended June 30, 2021, respectively. As shown in the chart above, IIF increased to $254.2 billion at June 30, 2022, from $246.0 billion at December 31, 2021, driven by a higher Persistency Rate and our NIW for the first six months of 2022.

Our NIW decreased by 12.6% and 10.1% for the three and six months ended June 30, 2022, respectively, compared to the same periods in 2021 due to reduced refinance originations and lower utilization of mortgage insurance, partially offset by an increase in our market share and a slight increase in purchase mortgage originations. According to industry estimates, total mortgage origination volume was lower for the three and six months ended June 30, 2022, as compared to the comparable periods in 2021 due to a decline in refinance activity.

Although it is difficult to project future volumes, recent market projections for 2022 estimate total mortgage originations of approximately $2.6 trillion, which would represent a decline in the total annual mortgage origination market of approximately 42% as compared to 2021, with a private mortgage insurance market of $400 to $450 billion. This outlook anticipates a significant decrease in refinance originations in 2022 resulting from expected continued increases in interest rates. While expectations for refinance volume vary, there is general consensus that the home purchase mortgage market in 2022 will be comparable in size to 2021 driven by strong home sales and increased loan balances due to home price appreciation, which is a positive for mortgage insurers given the higher likelihood that purchase loans will utilize private mortgage insurance as compared to refinance loans. Typically, as refinance volume declines, we would expect the Persistency Rate for our portfolio to increase, benefiting the size of our IIF portfolio. See “Item 1A. Risk Factors” in our 2021 Form 10-K for more information.

The following table provides selected information as of and for the periods indicated related to our mortgage insurance 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).

| Table of Contents<br><br>Glossary<br><br>Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | | --- || NIW | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Three Months Ended<br>June 30, | | | | | | Six Months Ended<br>June 30, | | | | | | | ($ in millions) | 2022 | | | 2021 | | | 2022 | | | 2021 | | | | NIW | $ | 18,935 | | $ | 21,662 | | $ | 37,551 | | $ | 41,761 | | | Primary risk written | $ | 4,848 | | $ | 5,236 | | $ | 9,642 | | $ | 9,747 | | | Average coverage percentage | 25.6 | | % | 24.2 | | % | 25.7 | | % | 23.3 | | % | | NIW by loan purpose | | | | | | | | | | | | | | Purchases | 97.1 | | % | 77.1 | | % | 94.3 | | % | 68.5 | | % | | Refinances | 2.9 | | % | 22.9 | | % | 5.7 | | % | 31.5 | | % | | Total borrower-paid NIW | 99.2 | | % | 99.1 | | % | 99.2 | | % | 99.2 | | % | | NIW by premium type | | | | | | | | | | | | | | Direct Monthly and Other Recurring Premiums | 95.4 | | % | 93.1 | | % | 94.9 | | % | 91.7 | | % | | Direct single premiums (1) | 4.6 | | % | 6.9 | | % | 5.1 | | % | 8.3 | | % | | NIW by FICO Score (2) | | | | | | | | | | | | | | >=740 | 59.6 | | % | 61.4 | | % | 58.3 | | % | 62.9 | | % | | 680-739 | 32.3 | | % | 33.1 | | % | 34.0 | | % | 32.3 | | % | | 620-679 | 8.1 | | % | 5.5 | | % | 7.7 | | % | 4.8 | | % | | NIW by LTV | | | | | | | | | | | | | | 95.01% and above | 17.7 | | % | 10.9 | | % | 16.2 | | % | 9.5 | | % | | 90.01% to 95.00% | 39.9 | | % | 40.4 | | % | 40.9 | | % | 36.2 | | % | | 85.01% to 90.00% | 26.7 | | % | 27.6 | | % | 28.1 | | % | 29.4 | | % | | 85.00% and below | 15.7 | | % | 21.1 | | % | 14.8 | | % | 24.9 | | % |

(1)Borrower-paid Single Premium Policies were 4.4% and 4.9% of NIW for the three and six months ended June 30, 2022, respectively, compared to 6.6% and 8.0% for the same periods in 2021, respectively.

(2)For loans with multiple borrowers, the percentage of NIW by FICO score represents the lowest of the borrowers’ FICO scores.

Insurance and Risk in Force

Our IIF is the primary driver of the future premiums that we expect to earn over time. IIF at June 30, 2022, increased 7.1% as compared to the same period last year, reflecting a 12.6% increase in Monthly Premium Policies in force partially offset by a 15.1% decline in Single Premium Policies in force. Single Premium Policy cancellations were the primary driver of the decrease in unearned premiums on our condensed consolidated balance sheet at June 30, 2022, as compared to December 31, 2021.

Historically, there is a close correlation between interest rates and Persistency Rates. Higher interest rate environments generally decrease refinancings, which decrease the cancellation rate of our insurance and positively affect our Persistency Rates. As shown in the table below, our 12-month Persistency Rate at June 30, 2022, increased as compared to the same period in 2021. The increase in our Persistency Rate at June 30, 2022, was primarily attributable to decreased refinance activity due to increases in mortgage interest rates, as compared to the same period in the prior year. As of June 30, 2022, 5.7% of our IIF had a mortgage note interest rate greater than 5.0%. Excluding the 2022 vintage, only 3.4% of our IIF had a mortgage note interest rate greater than 5.0%. Given the recent increase in market mortgage interest rates, which now exceed that level based on reported industry averages, we would expect that the increase in interest rates and related decline in refinance volume would continue to have a positive impact on our Persistency Rates.

Historical loan performance data indicates that credit scores and underwriting quality are key drivers of credit performance. As of June 30, 2022, our portfolio of business written subsequent to 2008, including refinancings under HARP, represented approximately 97.4% of our total primary RIF. Loan originations after 2008 have consisted primarily of high credit quality loans with significantly better credit performance than loans originated during 2008 and prior periods. However, the

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impact to our future losses remains uncertain due to risks associated with the macroeconomic environment. For additional information, see our 2021 Form 10-K, “Item 1A. Risk Factors—The credit performance of our mortgage insurance portfolio is impacted by macroeconomic conditions and specific events that affect the ability of borrowers to pay their mortgages.”

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).

The following table provides selected information as of and for the periods indicated related to mortgage insurance IIF and RIF.

IIF and RIF
($ in millions) June 30, 2022 December 31, 2021 June 30, 2021
Primary IIF $ 254,226 $ 245,972 $ 237,302
Primary RIF $ 63,770 $ 60,913 $ 58,040
Average coverage percentage 25.1 % 24.8 % 24.5 %
Persistency Rate (12 months ended) 71.7 % 64.3 % 57.7 %
Persistency Rate (quarterly, annualized) (1) 79.8 % 71.7 % 66.3 %
Total borrower-paid RIF 92.1 % 90.6 % 88.4 %
Primary RIF by premium type
Direct Monthly and Other Recurring Premiums 85.6 % 83.9 % 81.2 %
Direct single premiums (2) 14.4 % 16.1 % 18.8 %
Primary RIF by FICO score (3)
>=740 57.2 % 56.9 % 57.5 %
680-739 34.9 % 35.0 % 34.8 %
620-679 7.5 % 7.6 % 7.2 %
<=619 0.4 % 0.5 % 0.5 %
Primary RIF by LTV
95.01% and above 16.1 % 15.1 % 14.5 %
90.01% to 95.00% 48.7 % 48.9 % 48.5 %
85.01% to 90.00% 27.4 % 27.7 % 28.1 %
85.00% and below 7.8 % 8.3 % 8.9 %

(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)Borrower-paid Single Premium Policies were 8.1%, 8.5% and 9.2% of primary RIF for the periods indicated, respectively.

(3)For loans with multiple borrowers, the percentage of primary RIF by FICO score represents the lowest of the borrowers’ FICO scores.

Risk Distribution

We use third-party reinsurance in our mortgage insurance business as part of our risk distribution strategy, including to manage our capital position and risk profile. When we enter into a reinsurance agreement, the reinsurer receives a premium and, in exchange, insures an agreed-upon portion of incurred losses. While these arrangements have the impact of reducing our earned premiums, they also reduce our required capital and are expected to increase our return on required capital for the related policies.

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—Risk

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Distribution” in our 2021 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 table below 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, 2022 December 31, 2021 June 30, 2021
PMIERs impact - reduction in Minimum Required Assets
Excess-of-Loss Program $ 785,705 $ 995,171 $ 907,112
Single Premium QSR Program 268,847 314,183 355,115
QSR Program 10,226 12,541 16,545
Total PMIERs impact $ 1,064,778 $ 1,321,895 $ 1,278,772
Percentage of gross Minimum Required Assets 22.1 % 28.4 % 28.7 %

Results of Operations—Consolidated

Three and Six Months Ended June 30, 2022, Compared to Three and Six Months Ended June 30, 2021

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, 2022, and June 30, 2021, primarily reflect the financial results and performance of our two reportable business segments—Mortgage and homegenius. See “Results of Operations—Mortgage” and “Results of Operations—homegenius” for the operating results of these business segments for the three and six months ended June 30, 2022, compared to the same period in 2021.

In addition to the results of our operating segments, pretax income (loss) 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 2021 Form 10-K.

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The following table summarizes our consolidated results of operations for the three and six months ended June 30, 2022 and 2021.

Summary results of operations - Consolidated
Three Months Ended<br>June 30, Change<br><br>Favorable (Unfavorable) Six Months Ended<br>June 30, Change<br><br>Favorable (Unfavorable)
($ in thousands, except per-share amounts) 2022 2021 2022 vs. 2021 2022 2021 2022 vs. 2021
Revenues
Net premiums earned $ 253,892 $ 254,756 $ (864) $ 508,082 $ 526,628 $ (18,546)
Services revenue 27,281 29,464 (2,183) 56,629 52,359 4,270
Net investment income 46,957 36,291 10,666 85,153 74,542 10,611
Net gains (losses) on investments and other financial instruments (41,869) 15,661 (57,530) (71,326) 10,480 (81,806)
Other income 572 822 (250) 1,275 1,798 (523)
Total revenues 286,833 336,994 (50,161) 579,813 665,807 (85,994)
Expenses
Provision for losses (113,922) 3,648 117,570 (197,676) 49,791 247,467
Policy acquisition costs 5,940 4,838 (1,102) 12,545 13,834 1,289
Cost of services 22,760 24,615 1,855 47,513 44,861 (2,652)
Other operating expenses 90,495 86,469 (4,026) 180,036 156,731 (23,305)
Interest expense 20,831 21,065 234 41,677 42,180 503
Amortization of other acquired intangible assets 849 863 14 1,698 1,725 27
Total expenses 26,953 141,498 114,545 85,793 309,122 223,329
Pretax income 259,880 195,496 64,384 494,020 356,685 137,335
Income tax provision 58,687 40,290 (18,397) 111,696 75,871 (35,825)
Net income $ 201,193 $ 155,206 $ 45,987 $ 382,324 $ 280,814 $ 101,510
Diluted net income per share $ 1.15 $ 0.80 $ 0.35 $ 2.16 $ 1.44 $ 0.72
Return on equity 19.9 % 14.5 % 5.4 % 18.7 % 14.1 % 4.6 %
Non-GAAP Financial Measures (1)
Adjusted pretax operating income $ 302,033 $ 184,719 $ 117,314 $ 566,981 $ 352,035 $ 214,946
Adjusted diluted net operating income per share $ 1.36 $ 0.75 $ 0.61 $ 2.53 $ 1.43 $ 1.10
Adjusted net operating return on equity 23.6 % 13.6 % 10.0 % 21.9 % 14.0 % 7.9 %

(1)See “—Use of Non-GAAP Financial Measures” below.

Revenues

Net Premiums Earned. The decrease in net premiums earned for the six months ended June 30, 2022, as compared to the same period in 2021, is primarily driven by a decrease in net premiums earned in our Mortgage segment. See “Results of Operations—Mortgage—Three and Six Months Ended June 30, 2022, Compared to Three and Six Months Ended June 30, 2021—Revenues—Net Premiums Earned,” for more information.

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Net Investment Income. The increase in net investment income for the three and six months ended June 30, 2022, as compared to the same periods in 2021, is primarily attributable to higher market interest rates. See “Overview—Current Operating Environment,” and “Results of Operations—Mortgage—Three and Six Months Ended June 30, 2022, Compared to Three and Six Months Ended June 30, 2021—Revenues—Net Investment Income,” for more information.

Net Gains (Losses) on Investments and Other Financial Instruments. The increase in net losses on investments and other financial instruments for the three and six months ended June 30, 2022, as compared to the same periods in 2021, is primarily due to an increase in net unrealized losses on our equity and trading securities and, to a lesser extent, an increase in losses on other financial instruments. The primary driver of the increase in losses on our equity and trading securities for the three and six months ended June 30, 2022, was the impact of rising interest rates as well as other market and macroeconomic conditions, as further discussed in “Overview—Current Operating Environment.” See Note 6 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information about net gains (losses) on investments and other financial instruments.

Expenses

Provision for Losses. The decrease in provision for losses for the three and six months ended June 30, 2022, as compared to the same periods in 2021, is primarily driven by favorable development on prior period defaults, which impacted our mortgage insurance reserves. See “Results of Operations—Mortgage—Three and Six Months Ended June 30, 2022, Compared to Three and Six Months Ended June 30, 2021—Expenses—Provision for Losses,” for more information.

Other Operating Expenses. The increase in other operating expenses for the three months and six months ended June 30, 2022, as compared to the same periods in 2021 is primarily due to an increase in compensation expense and a decrease in ceding commissions. See “Results of Operations—Mortgage—Three and Six Months Ended June 30, 2022, Compared to Three and Six Months Ended June 30, 2021—Expenses—Other Operating Expenses,” and “Results of Operations—homegenius—Three and Six Months Ended June 30, 2022, Compared to Three and Six Months Ended June 30, 2021—Expenses—Other Operating Expenses,” for more information on other operating expenses.

Income Tax Provision

Variations in our effective tax rates, combined with differences in pretax income, were the drivers of the changes in our income tax provision between periods. Our effective tax rate for each of the three and six months ended June 30, 2022, was 22.6%, as compared to 20.6% and 21.3% for the same periods in 2021, respectively. Our effective tax rate for the three and six months ended June 30, 2022, was higher than the statutory rate of 21% primarily due to the impact of state income taxes and certain permanent book-to-tax adjustments.

Use of Non-GAAP Financial Measures

In addition to the 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), 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 the Company’s business segments and to allocate resources to the segments. See Note 4 of Notes to Consolidated Financial Statements and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Consolidated—Use of Non-GAAP Financial Measures,” each in our 2021 Form 10-K for detailed information regarding items excluded from adjusted pretax operating income (loss) and the reasons for their treatment.

Adjusted pretax operating income (loss) is defined as GAAP consolidated pretax income (loss) excluding the effects of: (i) net gains (losses) on investments and other financial instruments, except for certain investments attributable to our reportable segments; (ii) gains (losses) on extinguishment of debt; (iii) amortization and impairment of goodwill and other

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acquired intangible assets; and (iv) impairment of other long-lived assets and other non-operating items, such as impairment of internal-use software, gains (losses) from the sale of lines of business and acquisition-related income and expenses.

The following table provides a reconciliation of consolidated pretax income to our non-GAAP financial measure for the consolidated Company of adjusted pretax operating income.

Reconciliation of consolidated pretax income to consolidated adjusted pretax operating income
Three Months Ended<br>June 30, Six Months Ended<br>June 30,
(In thousands) 2022 2021 2022 2021
Consolidated pretax income $ 259,880 $ 195,496 $ 494,020 $ 356,685
Less income (expense) items
Net gains (losses) on investments and other financial instruments (41,869) 15,661 (71,326) 10,480
Amortization of other acquired intangible assets (849) (863) (1,698) (1,725)
Impairment of other long-lived assets and other non-operating items 565 (4,021) 63 (4,105)
Total adjusted pretax operating income (1) $ 302,033 $ 184,719 $ 566,981 $ 352,035

(1)Total adjusted pretax operating income on a consolidated basis consists of adjusted pretax operating income (loss) for our Mortgage segment, homegenius segment and All Other activities, as further detailed in Note 4 of Notes to Unaudited Condensed Consolidated Financial Statements.

Adjusted diluted net operating income (loss) per share is calculated by dividing (i) adjusted pretax operating income (loss) attributable to common stockholders, net of taxes computed using the Company’s statutory tax rate, by (ii) the sum of the weighted average number of common shares outstanding and all dilutive potential common shares outstanding. The following table provides a reconciliation of diluted net income (loss) per share to our non-GAAP financial measure for the consolidated Company of adjusted diluted net operating income (loss) per share.

Reconciliation of diluted net income per share to adjusted diluted net operating income per share
Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2022 2021 2022 2021
Diluted net income per share $ 1.15 $ 0.80 $ 2.16 $ 1.44
Less per-share impact of reconciling income (expense) items
Net gains (losses) on investments and other financial instruments (0.24) 0.08 (0.40) 0.05
Amortization of other acquired intangible assets — — (0.01) (0.01)
Impairment of other long-lived assets and other non-operating items — (0.02) — (0.02)
Income tax (provision) benefit on reconciling income (expense) items (1) 0.05 (0.01) 0.09 (0.01)
Difference between statutory and effective tax rates (0.02) — (0.05) —
Per-share impact of reconciling income (expense) items (0.21) 0.05 (0.37) 0.01
Adjusted diluted net operating income per share (1) $ 1.36 $ 0.75 $ 2.53 $ 1.43

(1)Calculated using the Company’s federal statutory tax rate of 21%. Any permanent tax adjustments and state income taxes on these items have been deemed immaterial and are not included.

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Adjusted net operating return on equity is calculated by dividing annualized adjusted pretax operating income (loss), net of taxes computed using the Company’s statutory tax rate, by average stockholders’ equity, based on the average of the beginning and ending balances for each period presented. The following table provides a reconciliation of return on equity to our non-GAAP financial measure for the consolidated Company of adjusted net operating return on equity.

Reconciliation of return on equity to adjusted net operating return on equity
Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2022 2021 2022 2021
Return on equity (1) 19.9 % 14.5 % 18.7 % 13.0 %
Less impact of reconciling income (expense) items (2)
Net gains (losses) on investments and other financial instruments (4.1) 1.5 (3.5) 0.5
Amortization of other acquired intangible assets (0.1) (0.1) (0.1) (0.1)
Impairment of other long-lived assets and other non-operating items 0.1 (0.4) — (0.2)
Income tax (provision) benefit on reconciling income (expense) items (3) 0.9 (0.2) 0.7 —
Difference between statutory and effective tax rates (0.5) 0.1 (0.3) (0.1)
Impact of reconciling income (expense) items (3.7) 0.9 (3.2) 0.1
Adjusted net operating return on equity (3) 23.6 % 13.6 % 21.9 % 12.9 %

(1)Calculated by dividing annualized net income (loss) by average stockholders’ equity, based on the average of the beginning and ending balances for each period presented.

(2)Annualized, as a percentage of average stockholders’ equity.

(3)Calculated using the Company’s federal statutory tax rate of 21%. Any permanent tax adjustments and state income taxes on these items have been deemed immaterial and are not included.

Table of Contents<br><br>Glossary<br><br>Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations—Mortgage

Three and Six Months Ended June 30, 2022, Compared to Three and Six Months Ended June 30, 2021

The following table summarizes our Mortgage segment’s results of operations for the three and six months ended June 30, 2022 and 2021.

Summary results of operations - Mortgage
Three Months Ended<br>June 30, Change<br><br>Favorable (Unfavorable) Six Months Ended<br>June 30, Change<br><br>Favorable (Unfavorable)
(In thousands) 2022 2021 2022 vs. 2021 2022 2021 2022 vs. 2021
Revenues
Net premiums written $ 248,645 $ 231,027 $ 17,618 $ 497,005 $ 477,901 $ 19,104
(Increase) decrease in unearned premiums (1,736) 16,059 (17,795) (4,922) 33,849 (38,771)
Net premiums earned 246,909 247,086 (177) 492,083 511,750 (19,667)
Services revenue 2,105 3,732 (1,627) 6,657 8,083 (1,426)
Net investment income 40,197 32,842 7,355 74,214 66,855 7,359
Other income 572 641 (69) 1,275 1,410 (135)
Total revenues 289,783 284,301 5,482 574,229 588,098 (13,869)
Expenses
Provision for losses (114,179) 3,334 117,513 (198,372) 49,203 247,575
Policy acquisition costs 5,940 4,838 (1,102) 12,545 13,834 1,289
Cost of services 1,960 3,161 1,201 5,343 6,353 1,010
Other operating expenses 58,711 57,860 (851) 118,675 106,776 (11,899)
Interest expense 20,831 21,065 234 41,677 42,180 503
Total expenses (26,737) 90,258 116,995 (20,132) 218,346 238,478
Adjusted pretax operating income (1) $ 316,520 $ 194,043 $ 122,477 $ 594,361 $ 369,752 $ 224,609

(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 4 of Notes to Unaudited Condensed Consolidated Financial Statements for more information.

Revenues

Net Premiums Earned. Net premiums earned decreased for the six months ended June 30, 2022, compared to the same period in 2021, primarily due to: (i) a decrease in the impact, net of reinsurance, from Single Premium Policy cancellations due to lower refinance activity and (ii) a decrease in premiums earned on our Monthly Premium Policies due to lower average premium yields. These decreases were partially offset by an increase in the profit commission retained by the Company, due to favorable reserve development in the six months ended June 30, 2022.

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The table below provides additional information about the components of mortgage insurance net premiums earned for the periods indicated, including the effects of our reinsurance programs.

Net premiums earned
Three Months Ended<br>June 30, Change<br><br>Favorable (Unfavorable) Six Months Ended<br>June 30, Change<br><br>Favorable (Unfavorable)
($ in thousands, except as otherwise indicated) 2022 2021 2022 vs. 2021 2022 2021 2022 vs. 2021
Direct
Premiums earned, excluding revenue from cancellations $ 249,936 $ 243,076 $ 6,860 $ 493,536 $ 499,982 $ (6,446)
Single Premium Policy cancellations 6,894 31,592 (24,698) 21,590 70,102 (48,512)
Direct 256,830 274,668 (17,838) 515,126 570,084 (54,958)
Assumed (1) 1,539 1,615 (76) 2,870 3,913 (1,043)
Ceded
Premiums earned, excluding revenue from cancellations (28,565) (27,324) (1,241) (55,904) (52,697) (3,207)
Single Premium Policy cancellations (2) (1,965) (9,036) 7,071 (6,157) (20,145) 13,988
Profit commission—other (3) 19,070 7,162 11,908 36,148 10,595 25,553
Ceded premiums, net of profit commission (11,460) (29,198) 17,738 (25,913) (62,247) 36,334
Total net premiums earned $ 246,909 $ 247,085 $ (176) $ 492,083 $ 511,750 $ (19,667)
In force portfolio premium yield (in basis points) (4) 40.0 41.1 (1.1) 39.7 41.7 (2.0)
Direct premium yield (in basis points) (5) 41.1 46.4 (5.3) 41.4 47.5 (6.1)
Net premium yield (in basis points) (6) 39.3 41.5 (2.2) 39.4 42.3 (2.9)
Average primary IIF (in billions) $ 251.6 $ 238.1 $ 13.5 $ 250.1 $ 241.7 $ 8.4

(1)Includes premiums earned from our participation in certain credit risk transfer programs.

(2)Includes the impact of related profit commissions.

(3)Represents the profit commission on the Single Premium QSR Program, excluding the impact of Single Premium Policy cancellations.

(4)Calculated by dividing annualized direct premiums earned, including assumed revenue and excluding revenue from cancellations, by average primary IIF.

(5)Calculated by dividing annualized direct premiums earned, including assumed revenue, by average primary IIF.

(6)Calculated by dividing annualized net premiums earned by average primary IIF.

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. We believe that writing a mix of Single Premium Policies and Monthly Premium Policies has the potential to moderate the overall impact on our results if actual prepayments are significantly different from expectations. However, the impact of this moderating effect is affected by the amount of reinsurance we obtain on portions of our portfolio, with the Single Premium QSR Program currently reducing the proportion of retained Single Premium Policies in our portfolio. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results—Mortgage—IIF and Related Drivers” in our 2021 Form 10-K for more information.

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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
Three Months Ended<br>June 30, Six Months Ended<br>June 30,
($ in thousands) 2022 2021 2022 2021
Single Premium QSR Program $ (8,297) (1) $ 12,473 $ (12,028) (1) $ 31,942
Excess-of-Loss Program 19,292 15,601 36,880 27,755
QSR Program 360 1,018 851 2,337
Other 105 106 210 213
Total ceded premiums earned (2) $ 11,460 $ 29,198 $ 25,913 $ 62,247
Percentage of total direct and assumed premiums earned 4.3 % 10.3 % 4.8 % 10.5 %

(1)Includes the increase in the profit commission retained by the Company due to favorable reserve development in 2022 periods. See “—Expenses—Provision for Losses” below for additional information on the favorable reserve development.

(2)Does not include the benefit from ceding commissions on our Single Premium QSR Programs, which are 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. Increasing yields from higher interest rates, partially offset by lower average investment balances, resulted in increases in net investment income for the three and six months ended June 30, 2022, compared to the same periods in 2021.

Expenses

Provision for Losses. The following table details the financial impact of the significant components of our provision for losses for the periods indicated.

Provision for losses
Three Months Ended<br>June 30, Change<br><br>Favorable (Unfavorable) Six Months Ended<br>June 30, Change<br><br>Favorable (Unfavorable)
($ in thousands, except reserve per new default) 2022 2021 2022 vs. 2021 2022 2021 2022 vs. 2021
Current period defaults (1) $ 33,919 $ 34,317 $ 398 $ 75,931 $ 85,807 $ 9,876
Prior period defaults (2) (148,098) (30,984) 117,114 (274,303) (36,604) 237,699
Total provision for losses $ (114,179) $ 3,333 $ 117,512 $ (198,372) $ 49,203 $ 247,575
Loss ratio (3) (46.2) % 1.3 % 47.5 % (40.3) % 9.6 % 49.9 %
Reserve per new default (4) $ 4,235 $ 4,213 $ (22) $ 4,363 $ 4,291 $ (72)

(1)Related to defaulted loans with a 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)Provision for losses as a percentage of net premiums earned. See “—Revenues—Net Premiums Earned” above for additional information on the changes in net premiums earned.

(4)Calculated by dividing provision for losses for new defaults, net of reinsurance, by new primary defaults for each period.

Our mortgage insurance provision for losses for the three and six months ended June 30, 2022, decreased by $117.5 million and $247.6 million, respectively, as compared to the same periods in 2021. Current period new primary defaults decreased by 1.7% and 13.0% for the three and six months ended June 30, 2022, respectively, compared to the same periods in 2021, as shown below. Our gross Default to Claim Rate assumption for new primary defaults was 8.0% at both June 30, 2022, and June 30, 2021.

Our provision for losses during the three and six months ended June 30, 2022, benefited from favorable reserve development on prior period defaults, primarily as a result of more favorable trends in Cures than originally estimated due to favorable outcomes resulting from mortgage forbearance programs implemented in response to the COVID-19 pandemic as

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well as positive trends in home price appreciation. These favorable observed trends resulted in reductions in our Default to Claim Rate assumptions for prior year default notices, particularly for those defaults first reported in 2020 following the start of the COVID-19 pandemic. See Note 11 herein for additional information, as well as Notes 1 and 11 of Notes to Consolidated Financial Statements and “Item 1A. Risk Factors” in our 2021 Form 10-K.

Our primary default rate as a percentage of total insured loans at June 30, 2022, was 2.2% compared to 2.9% at December 31, 2021. The following table shows a rollforward of our primary loans in default.

Rollforward of primary loans in default
Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2022 2021 2022 2021
Beginning default inventory 25,510 50,106 29,061 55,537
New defaults 8,009 8,145 17,402 19,996
Cures (11,552) (17,681) (24,341) (34,818)
Claims paid (86) (98) (211) (241)
Rescissions and Claim Denials (1) (20) (8) (50) (10)
Ending default inventory 21,861 40,464 21,861 40,464

(1)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 tables show additional information about our primary loans in default as of the dates indicated.

Primary loans in default - additional information
June 30, 2022
Total Foreclosure Stage Defaulted Loans Cure % During the 2nd Quarter Reserve for Losses % of Reserve
($ in thousands) # % # % %
Missed payments
Three payments or less 6,769 31.0 % 20 42.4 % 11.1 %
Four to eleven payments 6,842 31.3 142 31.5 134,303 23.9
Twelve payments or more 7,943 36.3 737 29.9 348,846 62.0
Pending claims 307 1.4 N/A 25.1 16,602 3.0
Total 21,861 100.0 % 899 562,436 100.0 %
LAE 14,147
IBNR 2,424
Total primary reserve

All values are in US Dollars.

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December 31, 2021
--- --- --- --- --- --- --- --- --- ---
Total Foreclosure Stage Defaulted Loans Cure % During the 4th Quarter Reserve for Losses % of Reserve
($ in thousands) # % # % %
Missed payments
Three payments or less 7,267 25.0 % 47 39.4 % 7.9 %
Four to eleven payments 8,088 27.8 84 27.6 146,872 18.6
Twelve payments or more 13,389 46.1 784 29.0 565,192 71.5
Pending claims 317 1.1 N/A 10.4 16,213 2.0
Total 29,061 100.0 % 915 790,380 100.0 %
LAE 19,859
IBNR 2,886
Total primary reserve

All values are in US Dollars.

N/A – Not applicable

We develop our Default to Claim Rate estimates based primarily on models that use a variety of loan characteristics to determine the likelihood that a default will reach claim status. See Note 11 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for additional details about our Default to Claim Rate assumptions.

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 approximately 44% at June 30, 2022, compared to 46% at December 31, 2021. See Note 11 of Notes to Unaudited Condensed Consolidated Financial Statements for information regarding our reserves for losses and a reconciliation of our Mortgage segment’s beginning and ending reserves for losses and LAE.

We considered the sensitivity of our loss reserve estimates at June 30, 2022, by assessing the potential changes resulting from a parallel shift in Claim Severity and Default to Claim Rate for primary loans. For example, assuming all other factors remain constant, for every one percentage point absolute change in primary Claim Severity for our primary insurance risk exposure (which we estimated to be 99% of our risk exposure at each of June 30, 2022, and December 31, 2021), we estimated that our total loss reserve at June 30, 2022, would change by approximately $5.7 million. Assuming the portfolio mix and all other factors remain constant, for every one percentage point absolute change in our primary net Default to Claim Rate, we estimated a $12.7 million change in our primary loss reserve at June 30, 2022.

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, including the impact of foreclosure moratoriums (as described in “Item 1. Business—Mortgage—Defaults and Claims” in our 2021 Form 10-K) that make the timing of paid claims difficult to predict.

The following table shows net claims paid by product and the average claim paid by product for the periods indicated.

Claims paid
Three Months Ended<br>June 30, Six Months Ended<br>June 30,
(In thousands) 2022 2021 2022 2021
Net claims paid (1)
Total primary claims paid $ 3,659 $ 4,870 $ 8,812 $ 11,481
Total pool and other (396) (649) (811) (787)
Subtotal 3,263 4,221 8,001 10,694
Impact of commutations and settlements — — — 4,000
Total net claims paid $ 3,263 $ 4,221 $ 8,001 $ 14,694
Total average net primary claim paid (1) (2) $ 41.6 $ 46.8 $ 41.6 $ 45.2
Average direct primary claim paid (2) (3) $ 41.9 $ 48.4 $ 42.0 $ 46.8

(1)Net of reinsurance recoveries.

(2)Calculated without giving effect to the impact of commutations and settlements.

(3)Before reinsurance recoveries.

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Other Operating Expenses. The increase in other operating expenses for the six months ended June 30, 2022, as compared to the same period in 2021, primarily reflects: (i) a decrease in ceding commissions, due primarily to a decline in Single Premium Policy cancellations covered by our Single Premium QSR Program, and (ii) an increase in variable incentive compensation expense, including as part of allocated corporate operating expenses. The increase in variable compensation expense is primarily due to increases in the projected payouts associated with our performance-based RSUs, driven primarily by the impact of the favorable loss reserve development recorded in the first half of 2022. See Note 17 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for additional information on our performance-based RSUs.

The following table shows additional information about Mortgage other operating expenses.

Other operating expenses
Three Months Ended<br>June 30, Change<br><br>Favorable (Unfavorable) Six Months Ended<br>June 30, Change<br><br>Favorable (Unfavorable)
(In thousands) 2022 2021 2022 vs. 2021 2022 2021 2022 vs. 2021
Direct
Salaries and other base employee expenses $ 12,925 $ 12,367 $ (558) $ 23,784 $ 25,329 $ 1,545
Variable and share-based incentive compensation 4,026 5,701 1,675 9,670 8,961 (709)
Other general operating expenses 11,367 13,656 2,289 22,568 26,462 3,894
Ceding commissions (2,844) (6,501) (3,657) (6,793) (14,190) (7,397)
Total direct 25,474 25,223 (251) 49,229 46,562 (2,667)
Allocated (1)
Salaries and other base employee expenses 11,495 10,175 (1,320) 22,825 $ 20,533 (2,292)
Variable and share-based incentive compensation 7,498 9,535 2,037 18,551 15,222 (3,329)
Other general operating expenses 14,244 12,927 (1,317) 28,070 24,459 (3,611)
Total allocated 33,237 32,637 (600) 69,446 60,214 (9,232)
Total other operating expenses $ 58,711 $ 57,860 $ (851) $ 118,675 $ 106,776 $ (11,899)
Expense ratio (2) 26.2 % 25.4 % (0.8) % 26.7 % 23.6 % (3.1) %

(1)See Note 4 of Notes to Unaudited Condensed Consolidated Financial Statements for more information about our allocation of corporate operating expenses.

(2)Operating expenses (which include policy acquisition costs and other operating expenses, as well as allocated corporate operating expenses), expressed as a percentage of net premiums earned. See “—Revenues—Net Premiums Earned” above for additional information on the changes in net premiums earned.

Results of Operations—homegenius

Three and Six Months Ended June 30, 2022, Compared to Three and Six Months Ended June 30, 2021

The following table summarizes our homegenius segment’s results of operations for the three and six months ended June 30, 2022 and 2021. As discussed in “Overview—Current Operating Environment,” the macroeconomic stresses in the second quarter of 2022 impacted our homegenius business, including in particular a decrease in our title revenues due to the rapid decline in industrywide refinance volumes. We expect this trend to continue to impact the results of our homegenius segment in the near-term based on current market conditions and our expectation that overall refinance volumes will remain low.

| Table of Contents<br><br>Glossary<br><br>Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | | --- || Summary results of operations - homegenius | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Three Months Ended<br>June 30, | | | | Change<br><br>Favorable (Unfavorable) | | Six Months Ended<br>June 30, | | | | Change<br><br>Favorable (Unfavorable) | | | (In thousands) | 2022 | | 2021 | | 2022 vs. 2021 | | 2022 | | 2021 | | 2022 vs. 2021 | | | Revenues | | | | | | | | | | | | | | Net premiums earned | $ | 6,983 | $ | 7,670 | $ | (687) | $ | 15,999 | $ | 14,878 | $ | 1,121 | | Services revenue | 25,261 | | 25,750 | | (489) | | 50,139 | | 44,300 | | 5,839 | | | Net investment income | 99 | | 31 | | 68 | | 117 | | 68 | | 49 | | | Total revenues | 32,343 | | 33,451 | | (1,108) | | 66,255 | | 59,246 | | 7,009 | | | Expenses | | | | | | | | | | | | | | Provision for losses | 309 | | 335 | | 26 | | 790 | | 631 | | (159) | | | Cost of services | 20,800 | | 21,433 | | 633 | | 42,170 | | 38,461 | | (3,709) | | | Other operating expenses | 28,924 | | 20,881 | | (8,043) | | 54,491 | | 39,805 | | (14,686) | | | Total expenses | 50,033 | | 42,649 | | (7,384) | | 97,451 | | 78,897 | | (18,554) | | | Adjusted pretax operating income (loss) (1) | $ | (17,690) | $ | (9,198) | $ | (8,492) | $ | (31,196) | $ | (19,651) | $ | (11,545) |

(1)Our senior management uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of each of our business segments. See Note 4 of Notes to Unaudited Condensed Consolidated Financial Statements.

Revenues

Net Premiums Earned. Net premiums earned for the six months ended June 30, 2022, increased compared to the same period in 2021, primarily due to an increase in new title policies written and closed orders in our title insurance business, which was concentrated in the first quarter of 2022.

Services Revenue. Services revenue for the six months ended June 30, 2022, increased compared to the same period in 2021, primarily due to increased revenue in our real estate services, including increases from valuation and single family rental products and services, partially offset by a decrease in title services. In particular, title services revenue declined during the three months ended June 30, 2022, as compared to the same period in 2021, due to the recent macroeconomic stresses described above. See Note 4 of Notes to Unaudited Condensed Consolidated Financial Statements for the disaggregation of services revenue by revenue type.

Expenses

Cost of Services. Cost of services for the six months ended June 30, 2022, increased compared to the same period in 2021, primarily due to incremental expenses incurred to support the increase in services revenue. Our cost of services is primarily affected by our level of services revenue and the number of employees providing those services.

Other Operating Expenses. The increase in other operating expenses for the three and six months ended June 30, 2022, as compared to the same periods in 2021, primarily reflects continued strategic investments focused on our title and digital real estate businesses, including an increase in staffing levels resulting in higher salaries and other base employee expenses.

Table of Contents<br><br>Glossary<br><br>Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following table shows additional information about homegenius other operating expenses.

Other operating expenses
Three Months Ended<br>June 30, Change<br><br>Favorable (Unfavorable) Six Months Ended<br>June 30, Change<br><br>Favorable (Unfavorable)
(In thousands) 2022 2021 2022 vs. 2021 2022 2021 2022 vs. 2021
Direct
Salaries and other base employee expenses $ 10,182 $ 5,211 $ (4,971) $ 18,889 $ 11,980 $ (6,909)
Variable and share-based incentive compensation 3,493 4,501 1,008 7,409 6,650 (759)
Other general operating expenses 7,732 4,689 (3,043) 14,297 9,292 (5,005)
Title agent commissions 1,799 1,759 (40) 2,898 3,166 268
Total direct 23,206 16,160 (7,046) 43,493 31,088 (12,405)
Allocated (1)
Salaries and other base employee expenses 2,005 1,490 (515) 3,673 3,011 (662)
Variable and share-based incentive compensation 1,283 1,395 112 2,889 2,220 (669)
Other general operating expenses 2,430 1,836 (594) 4,436 3,486 (950)
Total allocated 5,718 4,721 (997) 10,998 8,717 (2,281)
Total other operating expenses $ 28,924 $ 20,881 $ (8,043) $ 54,491 $ 39,805 $ (14,686)

(1)See Note 4 of Notes to Unaudited Condensed Consolidated Financial Statements for more information about our allocation of corporate operating expenses.

Table of Contents<br><br>Glossary<br><br>Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations—All Other

Three and Six Months Ended June 30, 2022, Compared to Three and Six Months Ended June 30, 2021

The following table summarizes our All Other results of operations for the three and six months ended June 30, 2022 and 2021.

Summary results of operations - All Other
Three Months Ended<br>June 30, Change<br><br>Favorable (Unfavorable) Six Months Ended<br>June 30, Change<br><br>Favorable (Unfavorable)
(In thousands) 2022 2021 2022 vs. 2021 2022 2021 2022 vs. 2021
Revenues
Services revenue $ — $ 44 $ (44) $ — $ 97 $ (97)
Net investment income 6,661 3,418 3,243 10,822 7,619 3,203
Other income — 181 (181) — 388 (388)
Total revenues 6,661 3,643 3,018 10,822 8,104 2,718
Expenses
Cost of services — 19 19 — 47 47
Other operating expenses 3,458 3,750 292 7,006 6,123 (883)
Total expenses 3,458 3,769 311 7,006 6,170 (836)
Adjusted pretax operating income (loss) (1) $ 3,203 $ (126) $ 3,329 $ 3,816 $ 1,934 $ 1,882

(1)Our senior management uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of each of our business segments. See Note 4 of Notes to Unaudited Condensed Consolidated Financial Statements.

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<br>June 30,
(In thousands) 2022 2021
Net cash provided by (used in):
Operating activities $ 176,850 $ 275,896
Investing activities 12,604 (76,393)
Financing activities (206,251) (155,742)
Increase (decrease) in cash and restricted cash $ (16,797) $ 43,761

Operating Activities. Our most significant source of operating cash flows is from premiums received from our mortgage insurance policies, while our most significant uses of operating cash flows are typically for our operating expenses and claims paid on our mortgage insurance policies. The $99.0 million decline in cash provided by operating activities for the six months ended June 30, 2022, compared to the same period in 2021, was principally due to: (i) higher purchases of U.S. Mortgage Guaranty Tax and Loss Bonds; (ii) higher payments for other operating expenses, primarily related to incentive compensation; and (iii) lower direct premiums written, due to reduced refinancing activity.

Investing Activities. Net cash provided by investing activities was $12.6 million for the six months ended June 30, 2022, as compared to net cash used in investing activities of $76.4 million for the same period in 2021. This change was primarily the

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result of an increase in sales and redemptions, net of purchases, on short-term investments, and a decrease in purchases of equity securities, partially offset by a decrease in proceeds and redemptions, net of purchases on fixed-maturity investments available for sale.

Financing Activities. For the six months ended June 30, 2022, our primary financing activities included: (i) repurchases of our common stock; (ii) payment of dividends; and (iii) net changes in secured borrowings. See Notes 12 and 14 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information regarding our borrowings and share repurchases, respectively.

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, 2022, Radian Group had available, either directly or through unregulated subsidiaries, unrestricted cash and liquid investments of $772.5 million. Available liquidity at June 30, 2022, excludes certain additional cash and liquid investments that have been advanced to Radian Group from its subsidiaries to pay for corporate expenses and interest payments. In addition, this amount does not take into consideration transactions subsequent to June 30, 2022, including $97.5 million in repurchases of Radian Group common stock, including commissions, pursuant to the share repurchase authorization discussed below. Total liquidity, which includes our undrawn $275.0 million unsecured revolving credit facility, as described below, was $1.0 billion as of June 30, 2022.

During the six months ended June 30, 2022, Radian Group’s available liquidity increased by $167.6 million, due primarily to a $500 million return of capital from Radian Guaranty to Radian Group paid in February 2022, partially offset by other items such as share repurchases and payments for dividends, as described below.

In addition to available cash and marketable securities, 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) net investment income earned on its cash and marketable securities; (iii) to the extent available, dividends or other distributions from its subsidiaries; and (iv) amounts, if any, that Radian Guaranty is able to repay under the Surplus Note due 2027.

Radian Group also has in place a $275.0 million unsecured revolving credit facility with a syndicate of bank lenders. Subject to certain limitations, borrowings under the revolving credit facility may be used for working capital and general corporate purposes, including, without limitation, capital contributions to our insurance subsidiaries as well as growth initiatives. At June 30, 2022, the full $275.0 million remains undrawn and available under the facility. See Note 12 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for additional information on the unsecured revolving credit facility.

On July 15, 2022, Radian Group entered into the Parent Guaranty in favor of Goldman, pursuant to which Radian Group agreed to guaranty the obligations of its subsidiaries Radian Mortgage Capital and Liberty in connection with a $300 million mortgage loan repurchase facility. Radian Mortgage Capital and Liberty entered into this facility with Goldman pursuant to the Master Repurchase Agreement. Under the Parent Guaranty, Radian Group is subject to negative and affirmative covenants customary for this type of financing transaction, including compliance with financial covenants that are generally consistent with the comparable covenants in the Company’s revolving credit facility. See Note 12 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

We expect Radian Group’s principal liquidity demands for the next 12 months to be: (i) the payment of corporate expenses, including taxes; (ii) interest payments on our outstanding debt obligations; (iii) the payment of quarterly dividends on our common stock, which we increased in February 2022 from $0.14 to $0.20 per share and which remains 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; (iv) the potential continued repurchases of shares of our common stock pursuant to share repurchase authorizations, as described below; (v) investments to support our business strategy, including capital contributions to our subsidiaries; and (vi) potential payments pursuant to the Parent Guaranty.

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 $1.4 billion aggregate principal amount of our senior debt due in future years. See “—Capitalization—Holding Company” below for details of our debt maturity profile. Radian Group’s liquidity demands for the next 12 months or in future periods could also include: (i) early repurchases or redemptions of portions of our debt obligations and (ii) additional investments to support our business strategy, including additional capital contributions to our subsidiaries. For additional information about related risks and uncertainties, see “Item 1A. Risk Factors,” including “—Radian Group’s sources of liquidity may be insufficient to fund its 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” in our 2021 Form 10-K.

We believe that Radian Group has sufficient current sources of liquidity to fund its obligations. If we otherwise decide to increase our liquidity position, Radian Group may 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.

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Share Repurchases. During the six months ended June 30, 2022, the Company repurchased 10.0 million shares of Radian Group common stock under programs authorized by Radian Group’s board of directors, at a total cost of $205.1 million, including commissions. See Note 14 of Notes to Unaudited Condensed Consolidated Financial Statements for additional details on our share repurchase program.

Dividends and Dividend Equivalents. On February 9, 2022, Radian Group’s board of directors authorized an increase to the Company’s quarterly dividend from $0.14 to $0.20 per share. Based on our current outstanding shares of common stock and RSUs, we expect to require approximately $133 million in the aggregate to pay dividends and dividend equivalents for the next 12 months. So long as no default or event of default exists under its revolving credit facility or the Parent Guaranty, Radian Group is not subject to any limitations on its ability to pay dividends except those generally applicable to corporations that are incorporated in Delaware. See Note 12 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’ determination.

Corporate Expenses and Interest Expense. Radian Group has expense-sharing arrangements in place with its principal operating subsidiaries that require those subsidiaries to pay their allocated share of certain holding-company-level expenses, including interest payments on Radian Group’s outstanding debt obligations. Corporate expenses and interest expense on Radian Group’s debt obligations allocated under these arrangements during the six months ended June 30, 2022, of $81.2 million and $41.1 million, respectively, were substantially all reimbursed by its subsidiaries. We expect substantially all of our holding company expenses to continue to be reimbursed by our subsidiaries under our expense-sharing arrangements. The expense-sharing arrangements between Radian Group and its mortgage insurance subsidiaries, as amended, have been approved by the Pennsylvania Insurance Department, but such approval may be modified or revoked at any time.

Taxes. Pursuant to our tax-sharing agreements, our 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. During the six months ended June 30, 2022, Radian Group received $17.2 million of tax-sharing agreement payments from its operating subsidiaries.

Capitalization—Holding Company

The following table presents our holding company capital structure.

Capital structure
(In thousands, except per-share amounts and ratios) June 30,<br>2022 December 31,<br>2021
Debt
Senior Notes due 2024 $ 450,000 $ 450,000
Senior Notes due 2025 525,000 525,000
Senior Notes due 2027 450,000 450,000
Deferred debt costs on senior notes (13,542) (15,527)
Revolving credit facility — —
Total 1,411,458 1,409,473
Stockholders’ equity 3,930,962 4,258,796
Total capitalization $ 5,342,420 $ 5,668,269
Debt-to-capital ratio 26.4 % 24.9 %
Shares outstanding 166,388 175,421
Book value per share $ 23.63 $ 24.28

Stockholders’ equity decreased by $327.8 million from December 31, 2021, to June 30, 2022. The net decrease in stockholders’ equity for the six months ended June 30, 2022, resulted primarily from net unrealized losses in available for sale securities of $449.3 million as a result of an increase in market interest rates during the period, share repurchases of $205.1 million and dividends of $71.6 million, partially offset by our net income of $382.3 million. Given our intent and ability as of June 30, 2022, to hold these securities until recovery of their amortized cost basis, we do not expect to realize a loss on any of our investments in an unrealized loss position.

The decrease in book value per share from $24.28 at December 31, 2021, to $23.63 at June 30, 2022, is primarily due to: (i) a decrease of $2.56 per share due to unrealized losses in our available for sale securities, recorded in accumulated

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other comprehensive income and (ii) a decrease of $0.41 per share attributable to dividends and dividend equivalents. Partially offsetting these items was an increase of $2.18 per share attributable to our net income for the six months ended June 30, 2022.

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 and financing sources, and 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. In the past we have repurchased and 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

The principal demands for liquidity in our Mortgage business currently include: (i) the payment of claims and potential claim settlement transactions, net of reinsurance; (ii) expenses (including those allocated from Radian Group); (iii) repayments of FHLB advances; (iv) repayments, if any, associated with the Surplus Note due 2027; and (v) taxes, including potential additional purchases of U.S. Mortgage Guaranty Tax and Loss Bonds. See Notes 10 and 16 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for additional information related to these non-interest bearing instruments. In addition to the foregoing liquidity demands, other payments have included, and in the future could include, distributions from Radian Guaranty to Radian Group, including returns of capital subject to approval by the Pennsylvania Insurance Department, as discussed below.

The principal sources of liquidity in our mortgage insurance business currently include insurance premiums, net investment income and cash flows from: (i) investment sales and maturities; (ii) FHLB advances; and (iii) capital contributions from Radian Group. We believe that the operating cash flows generated by each of our mortgage insurance subsidiaries will provide these subsidiaries with a substantial portion of the funds necessary to satisfy their needs for the foreseeable future.

As of June 30, 2022, our mortgage insurance subsidiaries maintained claims paying resources of $5.7 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, 2022, was 11.9 to 1. Radian Guaranty is not expected to need additional capital to satisfy state insurance regulatory requirements in their current form. At June 30, 2022, Radian Guaranty had statutory policyholders’ surplus of $572.3 million. This balance includes a $466.1 million 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. See Note 16 of Notes to Consolidated Financial Statements and “Item 1A. Risk Factors” in our 2021 Form 10-K 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, 2022, Radian Guaranty’s Available Assets under the PMIERs financial requirements totaled approximately $5.2 billion, resulting in a PMIERs Cushion of $1.4 billion, or 38%, over its Minimum Required Assets. Those amounts compare to Available Assets of $5.4 billion and a PMIERs cushion of $2.1 billion, or 62%, at December 31, 2021.

The primary driver of the decrease in Radian Guaranty’s PMIERs Cushion during the six months ended June 30, 2022, was a decrease in Available Assets, primarily due to the $500 million return of capital from Radian Guaranty to Radian Group, as discussed above, partially offset by positive cash flows from operating activities, combined with an increase in Minimum Required Assets.

Our PMIERs Cushion at June 30, 2022, also includes a benefit from the current broad-based application of the Disaster Related Capital Charge that has reduced the total amount of Minimum Required Assets that Radian Guaranty otherwise would have been required to hold against pandemic-related defaults by approximately $200 million and $300 million as of June 30, 2022, and December 31, 2021, respectively, taking into consideration our risk distribution structures in effect as of that date. The application of the Disaster Related Capital Charge has reduced Radian Guaranty’s PMIERs Minimum Required Assets, but we expect this impact will diminish over time. See “Item 1. Business—Regulation—Federal Regulation—GSE Requirements for Mortgage Insurance Eligibility” in our 2021 Form 10-K for more information about the Disaster Related Capital Charge, and for further information, including on the expiration of the COVID-19 Crisis Period.

Even though they hold assets in excess of 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

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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 light of Radian Guaranty’s negative unassigned surplus related to operating losses in prior periods and the ongoing need to set aside contingency reserves, Radian Guaranty is not currently permitted under applicable insurance laws to pay dividends or other distributions without prior approval from the Pennsylvania Insurance Department. Under Pennsylvania’s insurance laws, an insurer must obtain the Pennsylvania Insurance Department’s approval to pay an Extraordinary Distribution. Radian Guaranty sought and received such approval to return capital by paying Extraordinary Distributions to Radian Group, most recently in February 2022. Based on the current strong performance and assuming the continuation of favorable credit performance in our mortgage insurance business, we expect that Radian Guaranty could potentially have positive unassigned surplus by 2023. See Note 16 of Notes to Consolidated Financial Statements in our 2021 Form 10-K for additional information on our Extraordinary Distributions, statutory dividend restrictions and contingency reserve requirements.

Radian Guaranty and Radian Reinsurance are both members of the FHLB. As members, they 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. Radian’s current strategy includes using FHLB advances as financing for general cash management purposes and for purchases of additional investment securities that have similar durations, for the purpose of generating additional earnings from our investment securities portfolio with limited incremental risk. As of June 30, 2022, there were $184.3 million of FHLB advances outstanding. See Note 12 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

homegenius

As of June 30, 2022, our homegenius segment maintained cash and liquid investments totaling $79.9 million, including $44.8 million held by Radian Title Insurance.

Title insurance companies, including Radian Title Insurance, are subject to comprehensive state regulations, including minimum net worth requirements. Radian Title Insurance was in compliance with all of its minimum net worth requirements at June 30, 2022. In the event the cash flows from operations of the homegenius segment are not adequate to fund all of its needs, including the regulatory capital needs of Radian Title Insurance, Radian Group may provide additional funds to the homegenius segment in the form of an intercompany note or other capital contribution. Amounts provided to Radian Title Insurance are subject to the approval of the Ohio Department of Insurance. Additional capital support may also be required for potential investments in new business initiatives to support our strategy of growing our businesses.

Liquidity levels may fluctuate depending on the levels and contractual timing of our invoicing and the payment practices of our homegenius clients, in combination with the timing of our homegenius segment’s payments for employee compensation and to external vendors. The amount, if any, and timing of the homegenius segment’s dividend paying capacity will depend primarily on the amount of excess cash flow generated by the segment.

Ratings

Radian Group, Radian Guaranty, Radian Reinsurance and Radian Title Insurance have been assigned the financial strength ratings set forth in the chart below. We believe that ratings often are considered by others in assessing our credit strength and the financial strength of our primary insurance subsidiaries. The following ratings have been independently assigned by third-party statistical rating organizations, are for informational purposes only and are subject to change. See “Item 1A. Risk Factors—The current financial strength ratings assigned to our mortgage insurance subsidiaries could weaken our competitive position and potential downgrades by rating agencies to these ratings and the ratings assigned to Radian Group could adversely affect the Company” in our 2021 Form 10-K.

Ratings
Subsidiary Moody’s (1) S&P (2) Fitch (3) Demotech (4)
Radian Group Baa3 BB+ BBB- N/A
Radian Guaranty A3 BBB+ A- N/A
Radian Reinsurance N/A BBB+ N/A N/A
Radian Title Insurance N/A N/A N/A A

(1)Based on the July 21, 2022, update, Moody’s outlook for Radian Group and Radian Guaranty is currently Stable.

(2)Based on the May 21, 2021, update, S&P’s outlook for Radian Group, Radian Guaranty and Radian Reinsurance is currently Stable.

(3)Based on the April 27, 2022, release, Fitch’s outlook for Radian Group and Radian Guaranty is currently Stable.

(4)Based on the March 15, 2022, release.

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Critical Accounting Estimates

As of the filing date of this report, there were no significant changes in our critical accounting estimates from those discussed in our 2021 Form 10-K. 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.

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 “Item 1A. Risk Factors—Our success depends, in part, on our ability to manage risks in our investment portfolio” in our 2021 Form 10-K.

Our market risk exposures at June 30, 2022, have not materially changed from those identified in our 2021 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 Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and 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, 2022, pursuant to Rule 15d-15(b) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2022, 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.

Changes in Internal Control Over Financial Reporting

During the three-month period ended June 30, 2022, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents<br><br>Glossary

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 proceedings and regulatory matters.

Item 1A.    Risk Factors

There have been no material changes to our risk factors from those previously disclosed in our 2021 Form 10-K.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Issuance of Unregistered Securities

During the three months ended June 30, 2022, no equity securities of Radian Group were sold that were not registered under the Securities Act.

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, 2022.

Share repurchase program
($ in thousands, except per-share amounts) Total Number<br><br>of Shares<br><br>Purchased (1) Average Price <br>Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)
Period
4/1/2022 to 4/30/2022 1,796,465 $ 21.89 1,795,187 $ 339,405
5/1/2022 to 5/31/2022 1,795,269 21.29 1,368,396 310,245
6/1/2022 to 6/30/2022 5,917,549 19.51 5,911,213 195,004
Total 9,509,283 9,074,796

(1)Includes 434,487 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)On February 9, 2022, Radian Group’s board of directors approved a share repurchase program authorizing the Company to spend up to $400 million, excluding commissions, to repurchase Radian Group common stock. During the three months ended June 30, 2022, the Company purchased 9.1 million shares at an average price of $20.25, including commissions, under this share repurchase program which expires in February 2024. See Note 14 of Notes to Unaudited Condensed Consolidated Financial Statements for additional details on our share repurchase program.

Limitations on Payment of Dividends

There are no restrictions that the Company believes are likely to materially limit the payment of future dividends. 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 and the Parent Guaranty, 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 Unaudited Condensed Consolidated Financial Statements for additional details.

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Item 6. Exhibits

Exhibit Number Exhibit
+*10.1 Form of Executive Officer 2022 Performance-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan
+*10.2 2022 Performance-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry
+*10.3 2022 Time-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry
+*10.4 Form of Executive Officer 2022 Time-Based Restricted Stock Unit Grant Agreement under the Radian Group Inc. Equity Compensation Plan
10.5 Master Repurchase Agreement, dated July 15, 2022, among Goldman Sachs Bank USA, a national banking institution, Radian Liberty Funding LLC, a Delaware limited liability company, and Radian Mortgage Capital LLC, a Delaware limited liability company (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated July 15, 2022, and filed on July 18, 2022)
10.6 Guaranty and Security Agreement dated as of July 15, 2022, made by Radian Mortgage Capital LLC, a Delaware limited liability company, in favor of Goldman Sachs Bank USA, a national banking institution (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated July 15, 2022, and filed on July 18, 2022)
10.7 Guaranty Agreement dated as of July 15, 2022, made by Radian Group Inc., a Delaware corporation, in favor of Goldman Sachs Bank USA, a national banking institution (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated July 15, 2022, and filed on July 18, 2022)
*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
*101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
*101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
*101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 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

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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 5, 2022 /s/    J. FRANKLIN HALL
J. Franklin Hall
Senior Executive Vice President, Chief Financial Officer
Date: August 5, 2022 /s/    ROBERT J. QUIGLEY
Robert J. Quigley
Executive Vice President, Controller and Chief Accounting Officer

66

Document

2022 BV Performance Section 16 Officers

Exhibit 10.1

RADIAN GROUP INC.

2021 EQUITY COMPENSATION PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT

(LTI BOOK VALUE)

TERMS AND CONDITIONS

These Terms and Conditions (“Terms and Conditions”) are part of the Performance-Based Restricted Stock Unit Grant made as of May 11, 2022 (the “Grant Date”), by Radian Group Inc., a Delaware corporation (the “Company”), to #ParticipantName#, an employee of the Company (the “Grantee”).

RECITALS

WHEREAS, the Radian Group Inc. 2021 Equity Compensation Plan (the “Plan”) permits the grant of Restricted Stock Units in accordance with the terms and provisions of the Plan;

WHEREAS, the Company 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 performance goals related to LTI Book Value per Share (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. The Company 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 metric forth in Schedule A (the “LTI BV 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 BV 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 a Subsidiary through May 15, 2025 (the “Vesting Date”). The performance period is the period beginning on March 31, 2022 and ending on March 31, 2025 (the “BV 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 the Company 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

2022 BV Performance Section 16 Officers

Units that have not vested at the end of the BV 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 BV Performance through the end of the BV 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 and its Subsidiaries, 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 a Subsidiary, or (B) following the Grantee’s attainment of age 55 and completion of 10 years of service with the Company or a Subsidiary.

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 and its Subsidiaries, (C) material violation of the Company’s Code of Conduct or 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 and its Subsidiaries, 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 BV Performance through the end of the BV 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

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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 BV Performance through the end of the BV 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 and its Subsidiaries on account of a termination by the Company or a Subsidiary without Cause, other than on account of Retirement, death or Disability, provided the Grantee signs and does not revoke a release and waiver of claims in favor of the Company and its Affiliates in a form provided by the Company or Subsidiary, as applicable. 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 or a Subsidiary 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 4 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 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 a Subsidiary, as applicable, 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.

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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 a Subsidiary 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 a Subsidiary without Cause, 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 or a Subsidiary 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 a Subsidiary has terminated for any reason.

3.Restricted Stock Units Account.

The Company shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.

1.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.

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Dividend equivalents shall be credited on the Restricted Stock Units when dividends are declared on shares of Common Stock from the Grant Date until the payment date for the Restricted Stock Units. The Company 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.

1.Conversion 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 and its Subsidiaries.

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 of the Company equal to the number of vested Restricted Stock Units, subject to (i) the

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limitation of subsection (d) below, (ii) compliance with the six-month delay described in Section 17 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 the Company to distribute shares shall be subject to the rights of the Company 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 15 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.

2.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 BV Performance Goals, in each case, as appropriate to reflect the effect of such event or change in the Company’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.

1.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 the Company’s Code of Conduct and Ethics, 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

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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.

i.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 within the United States whose primary business involves or is related to providing any mortgage- or real estate-related service or product that, during the Grantee’s employment, the Company or any of its Affiliates provides or is actively engaged in developing through the use of Confidential Information and Trade Secrets; provided however, the foregoing restriction shall only apply to such service or product for which the Grantee has had access to Confidential Information and Trade Secrets or otherwise has had active involvement. 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, a nationwide geographic scope is appropriate and reasonable.

i.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 his or her 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

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Grantee, or by a headhunter employed by such entity, which does not involve the Grantee, shall not be a violation of this subsection (d).

ii.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:

1.solicit, divert, appropriate, or do business with, or attempt to solicit, divert, appropriate, or do business with, 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 or any actively sought prospective customer of the Company or any of its Affiliates 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

2.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.

iii.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.

iv.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. 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.

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v.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 the Company 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 the Company, 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 Board.

i.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.

ii.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

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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.

iii.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.

iv.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.

v.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.

a.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.

a.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 employ or service of the Company or a Subsidiary or shall interfere in any way with the right of the Company or a Subsidiary to terminate Grantee’s employment or service at any time.

a.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.

a.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 the Company, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll system of the Company or a Subsidiary

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thereof, 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.

a.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, his or her 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 the Company, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087.

a.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 the Company’s 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.

a.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.

a.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 that may be implemented by the Board 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 that may be implemented by the Board from

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time to time. 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.

a.Assignment.

These Terms and Conditions shall bind and inure to the benefit of the successors and assignees of the Company. 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.

a.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 of the Company 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 of claims in favor of the Company and its Affiliates, 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.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the Grant Date set forth above.

RADIAN GROUP INC.

By:

Name: Mary Dickerson

Title: Executive Vice President, Chief People Officer

2022 BV Performance Section 16 Officers

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 he or she 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.

Schedule A

BV Performance Goals

1.Calculation of LTI Book Value per Share. Except as set forth in Section 4 below, vesting of the Restricted Stock Units will be based on the Company’s cumulative growth in LTI Book Value per Share (as defined below) over the BV Performance Period beginning on March 31, 2022 and ending on March 31, 2025 as compared to the following reference points:

Cumulative Growth in LTI Book Value per Share (1) Payout Percentage(1)<br><br>(Percentage of Target Award)
³55% 200%
40% 100%
<15%(2) 0%

(1) If the Company’s cumulative growth in LTI Book Value per Share falls between two referenced percentages, the 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 BV 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 BV Performance Period, expressed as a percentage, minus 100%.

(2) The LTI Book Value per Share on the first day of the BV Performance Period (March 31, 2022) was $24.49. If the Company’s cumulative growth in LTI Book Value per Share is less than 15%, the payout percentage will be zero.

The Company’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 BV Performance Period (or through the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs, if applicable) from declared dividends on common shares and dividend equivalents on outstanding equity awards, divided by (ii) basic shares of Common Stock of the Company outstanding as of the applicable measurement date. The LTI Book Value per Share shall be derived from the Company’s financial statements, prepared in accordance with GAAP, and the adjustments described above.

1.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

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that does not vest as of the end of the BV Performance Period shall be forfeited as of the end of the BV Performance Period.

1.Maximum Vesting and Payment. 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.

1.Change of Control Vesting. If a Change of Control occurs prior to the end of the BV Performance Period, the Committee will calculate the “CoC Performance Level,” based on the Company’s projected LTI Book Value per Share through the end of the BV Performance Period, projected as of the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs, as determined in the sole discretion of the Committee. If a Change of Control occurs after the end of the BV Performance Period and before the Vesting Date, the CoC Performance Level will be calculated based on attainment of the BV Performance Goals through the end of the BV 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.

Document

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Exhibit 10.2

RADIAN GROUP INC.

2021 EQUITY COMPENSATION PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT

(LTI BOOK VALUE)

TERMS AND CONDITIONS

These Terms and Conditions (“Terms and Conditions”) are part of the Performance-Based Restricted Stock Unit Grant made as of May 11, 2022 (the “Grant Date”), by Radian Group Inc., a Delaware corporation (the “Company”), to Richard G. Thornberry, an employee of the Company (the “Grantee”).

RECITALS

WHEREAS, the Radian Group Inc. 2021 Equity Compensation Plan (the “Plan”) permits the grant of Restricted Stock Units in accordance with the terms and provisions of the Plan;

WHEREAS, the Company 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 performance goals related to LTI Book Value per Share (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. The Company 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 metric forth in Schedule A (the “LTI BV 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 BV 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 15, 2025 (the “Vesting Date”). The performance period is the period beginning on March 31, 2022 and ending on March 31, 2025 (the “BV 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 the Company 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

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Units that have not vested at the end of the BV 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 BV Performance through the end of the BV 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 and its Affiliates, 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 Employment Agreement between the Grantee and the Company dated November 19, 2019, as amended effective March 26, 2021 (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 BV Performance through the end of the BV 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 BV Performance through the end of the BV 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 and its Affiliates 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 release and

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waiver of claims in favor of the Company and its Affiliates in a form provided by the Company or an Affiliate, as applicable. A termination by the Grantee for Good Reason under the Employment 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 4 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 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, as applicable, 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, 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

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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.

The Company shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.

1.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 when dividends are declared on shares of Common Stock from the Grant Date until the payment date for the Restricted Stock Units. The Company 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.

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1.Conversion 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 and its Affiliates.

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 of the Company 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 17 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 the Company to distribute shares shall be subject to the rights of the Company 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 15 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.

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2.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 BV Performance Goals, in each case, as appropriate to reflect the effect of such event or change in the Company’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.

1.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, the Company’s Code of Conduct (as defined in the Employment Agreement), 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 the Company 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 the Company, 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

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Board’s recoupment authority under any applicable clawback or recoupment policy of the Board.

2.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.

1.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 employ 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.

1.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.

1.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 the Company, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll system of the Company or an Affiliate thereof, 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.

1.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, his or her 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 the Company, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087.

1.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 the Company’s Common Stock to satisfy the federal (including FICA), state, local and

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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.

1.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.

1.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 that may be implemented by the Board 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 that may be implemented by the Board from time to time. 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.

1.Assignment.

These Terms and Conditions shall bind and inure to the benefit of the successors and assignees of the Company. 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.

1.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 of the Company 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

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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 of claims in favor of the Company and its Affiliates, 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.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the Grant Date set forth above.

RADIAN GROUP INC.

By:

Name: Mary Dickerson

Title: Executive Vice President, Chief People 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 he or she 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.

Schedule A

BV Performance Goals

1.Calculation of LTI Book Value per Share. Except as set forth in Section 4 below, vesting of the Restricted Stock Units will be based on the Company’s cumulative growth in LTI Book Value per Share (as defined below) over the BV Performance Period beginning on March 31, 2022 and ending on March 31, 2025 as compared to the following reference points:

Cumulative Growth in LTI Book Value per Share (1) Payout Percentage(1)<br><br>(Percentage of Target Award)
³55% 200%
40% 100%
<15%(2) 0%

(1) If the Company’s cumulative growth in LTI Book Value per Share falls between two referenced percentages, the 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 BV Performance Period (or the projected LTI Book Value per Share in the case of a

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Change of Control, as described below), by the LTI Book Value per Share on the first day of the BV Performance Period, expressed as a percentage, minus 100%.

(2) The LTI Book Value per Share on the first day of the BV Performance Period (March 31, 2022) was $24.49. If the Company’s cumulative growth in LTI Book Value per Share is less than 15%, the payout percentage will be zero.

The Company’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 BV Performance Period (or through the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs, if applicable) from declared dividends on common shares and dividend equivalents on outstanding equity awards, divided by (ii) basic shares of Common Stock of the Company outstanding as of the applicable measurement date. The LTI Book Value per Share shall be derived from the Company’s financial statements, prepared in accordance with GAAP, and the adjustments described above.

1.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 BV Performance Period shall be forfeited as of the end of the BV Performance Period.

1.Maximum Vesting and Payment. 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.

1.Change of Control Vesting. If a Change of Control occurs prior to the end of the BV Performance Period, the Committee will calculate the “CoC Performance Level,” based on the Company’s projected LTI Book Value per Share through the end of the BV Performance Period, projected as of the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs, as determined in the sole discretion of the Committee. If a Change of Control occurs after the end of the BV Performance Period and before the Vesting Date, the CoC Performance Level will be calculated based on attainment of the BV Performance Goals through the end of the BV 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.

Document

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Exhibit 10.3

RADIAN GROUP INC.

2021 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 11, 2022 (the “Grant Date”), by Radian Group Inc., a Delaware corporation (the “Company”), to Richard G. Thornberry, an employee of the Company (the “Grantee”).

RECITALS

WHEREAS, the Radian Group Inc. 2021 Equity Compensation Plan (the “Plan”) permits the grant of Restricted Stock Units in accordance with the terms and provisions of the Plan;

WHEREAS, the Company 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.

The Company 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.

1.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 15, 2023, May 15, 2024, and May 15, 2025, 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 Employment Agreement between the

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Grantee and the Company dated November 19, 2019, as amended effective March 26, 2021 (the “Employment Agreement”). 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 and its Affiliates 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 release and waiver of claims in favor of the Company and its Affiliates in a form provided by the Company or an Affiliate, as applicable. A termination by the Grantee for Good Reason under the Employment Agreement shall be deemed to be an Involuntary Termination. For purposes of these Terms and Conditions, “Good Reason” shall have the meaning ascribed to the term 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, as applicable, 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. Notwithstanding the foregoing, if, during the Restriction Period, a Change of Control occurs and the Grantee’s employment with the Company and its Affiliates is terminated by the Company or an Affiliate without Cause, or the Grantee terminates employment for Good Reason, and the Grantee’s

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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 such Grantee shall immediately terminate and be of no further force or effect.

2.Restricted Stock Units Account.

The Company shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.

1.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 when dividends are declared on shares of Common Stock from the Grant Date until the payment date for the vested Restricted Stock Units. The Company 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.

1.Conversion 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 90 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 90 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 90 days after the date of the

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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 of the Company equal to the number of vested Restricted Stock Units, subject to compliance with the six-month delay described in Section 17 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 the Company to distribute shares shall be subject to the rights of the Company 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 15 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.

2.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 the Company’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.

1.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, the Company’s Code of Conduct (as defined in the Employment Agreement), 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 the Company any shares of Common Stock received in settlement of the Restricted Stock Units;

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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 the Company, 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 Board.

1.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.

1.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 employ 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.

1.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.

1.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 the Company, 550 East Swedesford Road, Suite 350, Wayne, PA 19087, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll system of the Company or an Affiliate thereof, 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.

1.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 such 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, his or her 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

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each Grantee upon request. Additional copies may be obtained from the Corporate Secretary of the Company, 550 East Swedesford Road, Suite 350, Wayne, PA 19087.

1.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 the Company’s 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.

1.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.

1.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 that may be implemented by the Board 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 that may be implemented by the Board from time to time. 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.

1.Assignment.

These Terms and Conditions shall bind and inure to the benefit of the successors and assignees of the Company. 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.

1.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), if required pursuant to section 409A of the Code. If payment is delayed, the shares of Common Stock of the Company shall be distributed within 30 days of the date that is the six-

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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 of claims in favor of the Company and its Affiliates, 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.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the Grant Date set forth above.

RADIAN GROUP INC.

By:

Name: Mary Dickerson

Title: Executive Vice President, Chief People 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 he or she 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.

Document

2022 Time-Based RSU Section 16 Officers

Exhibit 10.4

RADIAN GROUP INC.

2021 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 11, 2022 (the “Grant Date”), by Radian Group Inc., a Delaware corporation (the “Company”), to #ParticipantName#, an employee of the Company (the “Grantee”).

RECITALS

WHEREAS, the Radian Group Inc. 2021 Equity Compensation Plan (the “Plan”) permits the grant of Restricted Stock Units in accordance with the terms and provisions of the Plan;

WHEREAS, the Company 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.

The Company 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.

1.Vesting.

a.General Vesting Terms. Provided the Grantee remains employed by the Company or a Subsidiary 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 15, 2023, May 15, 2024 and May 15, 2025, 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 a Subsidiary, or (B) following the Grantee’s attainment of age 55 and completion of 10 years of service with the Company or a Subsidiary.

iii.For purposes of these Terms and Conditions, “Cause” shall mean the Grantee’s (A) indictment for, conviction of, or pleading nolo contendere

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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 and its Subsidiaries, (C) material violation of the Company’s Code of Conduct or 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 and its Subsidiaries, 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 and its Subsidiaries on account of a termination by the Company or a Subsidiary without Cause, other than on account of Retirement, death or Disability; provided the Grantee signs and does not revoke a release and waiver of claims in favor of the Company and its Affiliates in a form provided by the Company or Subsidiary, as applicable. 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 or a Subsidiary 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 a Subsidiary, as applicable, 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

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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. Notwithstanding the foregoing, if, during the Restriction Period, a Change of Control occurs and the Grantee’s employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary without Cause, 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 a Subsidiary has terminated for any reason. For clarification purposes, in the event the Grantee’s employment is terminated by the Company or a Subsidiary for Cause, the outstanding Restricted Stock Units held by such Grantee shall immediately terminate and be of no further force or effect.

2.Restricted Stock Units Account.

The Company shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.

1.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 when dividends are declared on shares of Common Stock from the Grant Date until the payment date for the vested Restricted Stock Units. The Company 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.

1.Conversion 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 90 days after the applicable Vesting Date.

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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 90 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 90 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 of the Company equal to the number of vested Restricted Stock Units, subject to compliance with the six-month delay described in Section 17 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 the Company to distribute shares shall be subject to the rights of the Company 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 15 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.

2.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 the Company’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.

1.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 the Company’s Code of Conduct and Ethics, 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.

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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.

i.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 within the United States whose primary business involves or is related to providing any mortgage- or real estate-related service or product that, during the Grantee’s employment, the Company or any of its Affiliates provides or is actively engaged in developing through the use of Confidential Information and Trade Secrets; provided however, the foregoing restriction shall only apply to such service or product for which the Grantee has had access to Confidential Information and Trade Secrets or otherwise has had active involvement. 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, a nationwide geographic scope is appropriate and reasonable.

i.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

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consultant or independent contractor of the Company or any of its Affiliates to change or terminate his or her 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).

ii.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:

1.solicit, divert, appropriate, or do business with, or attempt to solicit, divert, appropriate, or do business with, 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 or any actively sought prospective customer of the Company or any of its Affiliates 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

2.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.

iii.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.

iv.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

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unreasonable or otherwise unenforceable. 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.

v.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 the Company 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 the Company, 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 Board.

i.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.

ii.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

2022 Time-Based RSU Section 16 Officers

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 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.

iii.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.

iv.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.

v.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.

a.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.

a.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 employ or

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service of the Company or a Subsidiary or shall interfere in any way with the right of the Company or a Subsidiary to terminate Grantee’s employment or service at any time.

a.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.

a.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 the Company, 550 East Swedesford Road, Suite 350, Wayne, PA 19087, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll system of the Company or a Subsidiary thereof, 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.

a.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 such 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, his or her 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 the Company, 550 East Swedesford Road, Suite 350, Wayne, PA 19087.

a.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 the Company’s 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.

a.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.

a.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

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to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board 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 that may be implemented by the Board from time to time. 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.

a.Assignment.

These Terms and Conditions shall bind and inure to the benefit of the successors and assignees of the Company. 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.

a.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), if required pursuant to section 409A of the Code. If payment is delayed, the shares of Common Stock of the Company 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 of claims in favor of the Company and its Affiliates, 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 his or her signature hereon, effective as of the Grant Date set forth above.

RADIAN GROUP INC.

By:

Name: Mary Dickerson

Title: Executive Vice President, Chief People 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 he or she 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.

Document

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 5, 2022 /s/    RICHARD G. THORNBERRY
Richard G. Thornberry<br>Chief Executive Officer

I, J. Franklin Hall, 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 5, 2022 /s/    J. FRANKLIN HALL
J. Franklin Hall<br>Chief Financial Officer

Document

EXHIBIT 32

Section 1350 Certifications

I, Richard G. Thornberry, Chief Executive Officer of Radian Group Inc., and I, J. Franklin Hall, 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, 2022 (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 5, 2022 /s/  RICHARD G. THORNBERRY
Richard G. Thornberry<br>Chief Executive Officer
Date: August 5, 2022 /s/   J. FRANKLIN HALL
J. Franklin Hall<br>Chief Financial Officer

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