RDN 8-K
Radian Group Inc (RDN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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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. ☐
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On February 2, 2026, Radian Group Inc., a Delaware corporation (the “Company”), and Radian US Holdings Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Radian US”), completed the previously announced acquisition of all of the shares (the “Shares”) of Inigo Limited, a limited liability company incorporated in England and Wales (“Inigo” and, together with its subsidiaries, “Inigo Group”) by Radian US from the Sellers (as defined below) pursuant to that certain share purchase deed (the “Share Purchase Deed”), dated as of September 18, 2025, by and among the Company, Radian US, the A Share Sellers (as defined therein), the B Share Management Sellers (as defined therein) and Zedra Trust Company (Guernsey) Limited, a company incorporated in Guernsey, acting in its capacity as trustee of the employee benefit trust and nominee for each B Share Management Seller (together with the B Share Management Sellers and the A Share Sellers, the “Sellers”). At the closing of the sale and purchase of the Shares in accordance with the Share Purchase Deed (the “Closing”), Radian US acquired the Shares for aggregate consideration net of certain adjustments of $1.67 billion (the “Purchase Price”), which remains subject to potential post-Closing adjustments, based on the tangible net asset value as calculated under the Share Purchase Deed in respect of the Inigo Group as of December 31, 2025 (the “Measurement Date”, and such amount being the “Closing TNAV”). Because the Closing TNAV was estimated in the aggregate to be greater than $1.183 billion as of the Measurement Date, as contemplated in the Share Purchase Deed, Inigo declared and paid a cash dividend to the A Share Sellers payable out of Inigo’s cash assets in an amount equal to the difference between $1.183 billion and the Closing TNAV.
To align interests with the Company going forward, at the Closing, certain of the B Share Management Sellers were issued shares of the Company’s common stock, par value $0.001 per share (the “Common Stock Consideration”), in lieu of cash as part of the consideration they received (between 15% and 25% of their total gross consideration at the Closing). In addition to the Purchase Price, following the Closing, the Company granted one-time employee cash retention awards with an aggregate value of $25 million (the “Cash Awards”) to the B Share Management Sellers. The Cash Awards will vest on the second anniversary of the grant date, generally subject to continued employment.
As previously announced, pursuant to the terms of the Share Purchase Deed, on September 18, 2025, Radian US also entered into a Warranty Deed (the “Warranty Deed”) with the Management Warrantors (as defined therein) relating to the transactions contemplated by the Share Purchase Deed and the other transaction documents (collectively, the “Transactions”).
The foregoing does not constitute a complete summary of the terms of the Share Purchase Deed, the Warranty Deed or the Transactions, and is qualified in its entirety by reference to the complete text of the Share Purchase Deed and the Warranty Deed, which were filed as Exhibit 2.1 and Exhibit 2.2, respectively, to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 18, 2025 and is incorporated into this Current Report on Form 8-K by reference.
| Item 7.01. | Regulation FD Disclosure. |
On February 2, 2026, the Company issued a press release announcing the closing of the Transactions. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
| Item 8.01. | Other Events. |
In connection with the Closing, the Company adopted the amended Radian Group Inc. Short-Term Incentive Plan for Employees. The amendments incorporate U.K.-specific provisions to accommodate Inigo employees’ participation in the plan and that clarify how incentive targets and pools will be determined, as well as other clarifying changes.
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Also in connection with the Closing, the Company adopted the Radian Group Inc. 2021 Equity Compensation Plan Sub-Plan for U.K. Employees to include relevant U.K. tax and employment provisions in anticipation of Inigo employees’ participation in the Company’s equity compensation plan.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial statements of businesses or funds acquired.
The financial statements required by Item 9.01(a) of Form 8-K, with respect to the acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The pro forma financial information required by Item 9.01(b) of Form 8-K, with respect to the acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
| +10.1 | Radian Group Inc. Short-Term Incentive Plan for Employees | |
| +10.2 | Radian Group Inc. 2021 Equity Compensation Plan Sub-Plan for U.K. Employees | |
| 99.1 | Radian Group Inc. Press Release, dated February 2, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| + | 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 hereunto duly authorized.
| RADIAN GROUP INC. | ||||||
| (Registrant) | ||||||
| Date: February 3, 2026 | ||||||
| By: | /s/ Edward J. Hoffman | |||||
| Edward J. Hoffman | ||||||
| General Counsel | ||||||
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Exhibit 10.1
RADIAN GROUP INC. SHORT-TERM INCENTIVE PLAN
FOR EMPLOYEES
Effective as of January 1, 2026
| I. | Purpose of the Plan |
1.1. Purpose. The purpose of the Radian Group Inc. Short-Term Incentive Plan for Employees (the “Plan”) is to provide a means whereby Radian Group Inc. or an Affiliate may provide incentive compensation to eligible employees. The Plan is effective as of January 1, 2026 and shall apply to STI Awards calculated for fiscal years beginning on or after January 1, 2026. The Plan supersedes all annual short-term incentive plans of Radian and its Affiliates for fiscal years beginning on or after January 1, 2026. For the avoidance of doubt, the Plan does not modify any terms of an Executive Agreement.
1.2. Appendix. The Plan may have effect in each jurisdiction outside the United States in which any non-U.S. Affiliate does business, subject to any definitions or amendments that apply with respect to that jurisdiction as set out in the Appendix, as amended from time to time, which is incorporated herein.
II. Definitions. Whenever used in this Plan, the following terms will have the respective meanings set forth below:
2.1 “Affiliate” means each entity partially or wholly owned or controlled by Radian. Only Affiliates specified by the Compensation Committee will be participating employers in the Plan.
2.2 “Base Salary” means the regular annualized fixed rate of gross base compensation payable to an Employee by Radian or an Affiliate as of last day of each fiscal year. Base Salary shall not include awards under this Plan, awards under any cash or equity plan, overtime or premium pay, or any other awards or payments.
2.3 “Board” means the board of directors of Radian.
2.4 “Cause” means any of the following conduct by a Participant, as determined in the sole discretion of the Chief Executive Officer of Radian and the Chief Human Resources Officer of Radian: (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 Participant’s duties with Radian and its Affiliates; (c) material violation of Radian’s Code of Conduct and Ethics or employment policies, as in effect from time to time; (d) a breach of any written confidentiality, nonsolicitation or noncompetition covenant with Radian or an Affiliate; or (e) gross negligence or willful misconduct in the performance of the Employee’s duties with Radian and its Affiliates. Notwithstanding the foregoing, if a Participant has an Executive Agreement, “Cause” shall have the meaning assigned to such term in the Participant’s Executive Agreement.
2.5 “Committee” means (a) the Compensation Committee, for determinations made with respect to Officers and for determinations specifically reserved for the Compensation Committee, and (b) Management, for determinations made with respect to all Employees other than Officers.
2.6 “Compensation Committee” means the Compensation and Human Capital Management Committee of the Board.
2.7 “Disability” means a physical or mental impairment of sufficient severity that the Participant is both eligible for and in receipt of benefits under the long-term disability program maintained by Radian. The date of Disability for purposes of the Plan is the date on which the Participant begins receiving such long-term disability benefits. Notwithstanding the foregoing, if a Participant has an Executive Agreement, “Disability” shall have the meaning assigned to such term in the Participant’s Executive Agreement.
2.8 “Employee” means an employee of Radian or an Affiliate specified by the Committee who is not classified as a “temporary employee,” but excluding any person who is classified by Radian or any Affiliate as a “contractor” or “consultant,” no matter how characterized by the United States Internal Revenue Service, other governmental agency or a court. Any change of characterization of an individual by the United States Internal Revenue Service or any court or government agency shall have no effect upon the classification of an individual as an Employee for purposes of this Plan, unless the Committee determines otherwise.
2.9 “Executive Agreement” means an executive employment agreement or executive severance agreement between the Participant and Radian or an Affiliate (for purposes of clarity, “executive employment agreement” and “executive severance agreement” shall not be interpreted to include offer letters, notwithstanding any terms of employment or severance in such letters).
2.10 “Good Reason” has the meaning assigned to such term in the Participant’s Executive Agreement, if any. The term “Good Reason” shall only apply to Participants who have an Executive Agreement with a Good Reason provision.
2.11 “Incentive Award Pool” means the total amount, based on performance, that is available to be allocated as STI Awards to Participants other than Officers, as determined by the Compensation Committee, up to the Maximum Incentive Award Pool. A separate Incentive Award Pool may be designated for each Affiliate in the Compensation Committee’s discretion.
2.12 “Management” means the Chief Executive Officer of Radian and members of the executive team of Radian or an Affiliate, or members of the board of directors or committee thereof of an Affiliate, in each case as designated by the Chief Executive Officer of Radian or the Compensation Committee.
2.13 “Maximum Incentive Award” means the maximum award amount established by the Committee for each Participant for a Performance Period, which will be equal to a stated amount in the Participant’s local currency or a specified Maximum Percentage of the Participant’s Base Salary, as determined in the sole discretion of the Committee. In no case will the Maximum Incentive Award exceed 200% of the Participant’s Target Incentive Award.
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2.14 “Maximum Incentive Award Pool” means a pool of aggregate Maximum Incentive Award amounts established for the eligible Participants (other than Officers) designated by the Committee as eligible to participate in the Target Incentive Award Pool for a Performance Period.
2.15 “Maximum Percentage” means a percentage between 0% and 200%, as determined by the Committee.
2.16 “Officer” means an officer of Radian as defined in the rules promulgated under Section 16 of the Securities Exchange Act of 1934, as amended.
2.17 “Participant” means an Employee who is designated as a participant in the Plan pursuant to Section III for a Performance Period.
2.18 “Performance Goals” shall be established by the Compensation Committee based on one or more of the following criteria, or derivations of such criteria or such other criteria as determined by the Compensation Committee: stock price, earnings per share, price-earnings multiples, stock price to book value multiple, net earnings, operating earnings, operating pre-tax earnings, revenue or revenue growth, productivity, margin, EBITDA (earnings before interest, taxes, depreciation, and amortization), net capital employed, return on assets, return on equity, return on capital employed, growth in assets, unit volume, sales, cash flow, losses incurred, losses paid, loss ratio (including as may be measured and reported over a specified period), paid loss ratio, gains to losses on sales of assets or investments, market share, market value added, capital management, margin growth, contribution margin, labor margin, EBITDA margin, stockholder return, operating profit or improvements in operating profit, improvements in asset or financial measures (including working capital and the ratio of revenues to working capital), credit quality, risk/credit characteristics (including FICO, debt to income, or loan to value), early default experience, expense management and expense ratios, pre-tax earnings or variations of income criteria in varying time periods, economic value added, book value, book value per share, book value growth, or comparisons with other peer companies or industry groups or classifications with regard to one or more of these criteria, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, employee retention rates, customer retention rates, customer attraction rates, geographic business expansion goals, cost targets or goals relating to acquisitions, divestitures, capital and liquidity management, portfolio and risk management, human capital management and other people related criteria, and any other criteria that any regulatory body (e.g., Securities and Exchange Commission, stock exchange) requires Radian or an Affiliate to measure. The Performance Goals may relate to one or more business units or Affiliates, the performance of Radian and its Affiliates as a whole, or any combination of the foregoing. To the extent applicable and unless the Compensation Committee determines otherwise, the determination of the achievement of Performance Goals shall be determined based on the relevant financial measure, computed in accordance with U.S. generally accepted accounting principles, and in a manner consistent with the methods used in Radian’s audited financial statements.
2.19 “Performance Period” means the calendar year.
2.20 “Plan” means this Radian Group Inc. Short-Term Incentive Plan for Employees, as in effect from time to time.
2.21 “Radian” means Radian Group Inc. or any successor thereto.
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| 2.22 | “Release” means a written release of claims described in Section 5.2. |
2.23 “Retirement” unless determined by the Compensation Committee, means a Participant’s separation from service following the Participant’s (1) attainment of age 65 and completion of five years of service with Radian and its Affiliates, or (2) attainment of age 55 and completion of 10 years of service with Radian and its Affiliates, in either case other than (a) by Radian or an Affiliate for Cause, or (b) on account of death or Disability.
2.24 “Section 409A” means section 409A of the United States Internal Revenue Code of 1986, as amended.
2.25 “STI Award” means the short-term incentive award payable to a Participant as provided in Section 5.1(c).
2.26 “Target Incentive Award” means a target award amount established by the Committee for each Participant for a Performance Period, which will be equal to a stated amount in the Participant’s local currency or a specified percentage of the Participant’s Base Salary, as determined in the sole discretion of the Committee.
2.27 “Target Incentive Award Pool” means a pool of aggregate Target Incentive Award amounts established for the eligible Participants (other than Officers) designated by the Committee as eligible to participate in the Target Incentive Award Pool for a Performance Period. One or more Target Incentive Award Pools may be established for each Performance Period in the Committee’s discretion. A Participant will participate in only one Target Incentive Award Pool for a Performance Period.
| III. | Participation; Newly Hired Employees; Transfers. |
3.1 The Committee will designate (i) the Employees who will participate in the Plan for each Performance Period and (ii) the Target Incentive Award Pool in which each Employee will participate for such Performance Period. Employees are eligible for designation by the Committee if they (a) are employed by Radian or an Affiliate specified by the Committee, and (b) are not participating in any other short-term incentive plan sponsored by Radian or an Affiliate, unless otherwise specifically designated by the Committee. The Committee has sole discretion to determine which Employees will participate in the Plan and the Target Incentive Award Pool applicable to each Employee.
3.2 Notwithstanding the foregoing, unless otherwise determined by the Committee, Employees who are newly hired or who are promoted or transferred into a position eligible to participate in the Plan on or after October 1st of the Performance Period shall not be eligible to participate in the Plan for such Performance Period. Unless otherwise determined by the Committee, Employees who are newly hired or who are promoted or transferred into a position eligible to participate in the Plan before October 1st of the Performance Period shall be eligible to receive a prorated award calculated based on the relative number of days spent in the eligible position during the Performance Period. Additionally, employees who are promoted or transferred from a position eligible to participate in the Plan into a position that is ineligible to participate in the Plan during the Performance Period shall be eligible to receive a prorated award calculated based on the relative number of days spent in the eligible position during the Performance Period, unless otherwise determined by the Committee.
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3.3 Employees who are eligible and participating in the Plan for a Performance Period with an assigned Target Incentive Award, and who are assigned a different Target Incentive Award prior to the end of the Performance Period, will be eligible to receive a prorated STI Award calculated based on the relative number of days with the new Target Incentive Award during the Performance Period, as determined by the Committee.
IV. Performance Goals. The Compensation Committee will establish the applicable Performance Goals that Radian and/or specified Affiliates will be measured against in order to determine whether, and to what extent, STI Awards are to be payable for the Performance Period. The Performance Goals will be established and the performance criteria will be communicated in writing to eligible Participants; provided, however, specific targets may be excluded from communications to eligible Participants other than Officers as may be determined necessary and appropriate by Management. At the end of each Performance Period, the Compensation Committee will determine whether, and to what extent, such Performance Goals have been met for that Performance Period. The Compensation Committee may adjust the performance results for extraordinary items or other events or circumstances, as the Compensation Committee deems appropriate.
| V. | STI Award Program. |
5.1 STI Awards
(a) Incentive Awards. At the beginning of each Performance Period, the Committee will establish a Target Incentive Award and Maximum Incentive Award for each Participant. Unless the Committee establishes a new Target Incentive Award and Maximum Incentive Award for a Participant for a Performance Period, the Participant’s Target Incentive Award and Maximum Incentive Award will be the same Target Incentive Award and Maximum Incentive Award as in effect for the Participant for the immediately preceding Performance Period. A Target Incentive Award Pool and Maximum Incentive Award Pool will be equal to 100% of the Target Incentive Award and Maximum Incentive Award amounts, respectively, for the eligible Participants (other than Officers) for that Target Incentive Award Pool for the Performance Period.
(b) Approval of STI Award Amounts.
(1) Performance Goal Achievement. At the end of the Performance Period, the Compensation Committee will determine achievement of the Performance Goals for the Performance Period. The Compensation Committee will determine how much, if any, of a Target Incentive Award Pool will be available for payment as STI Awards to the Participants, other than Officers, who are designated to participate in such Target Incentive Award Pool, based on Radian’s and its Affiliates’ achievement of the Performance Goals for the Performance Period established pursuant to Section IV. An Incentive Award Pool will fall within the Maximum Percentage of the applicable Target Incentive Award Pool, as the Compensation Committee may determine.
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(2) Non-Officer STI-Awards. The Committee will allocate each Incentive Award Pool among Participants other than Officers, in its sole discretion. The Committee will take into account such criteria as the Committee deems appropriate in allocating each such Incentive Award Pool, which may include the Participant’s performance rating, the Participant’s relative Target Incentive Award and other factors determined in the sole discretion of the Committee. A Participant’s STI Award will fall within the Maximum Percentage of the Participant’s Target Incentive Award, as the Committee may determine. The total amount of the STI Awards allocated to Participants other than Officers in a Performance Period will not exceed the applicable Incentive Award Pool established under Section 5.1(b)(1) for the Performance Period based on the performance of Radian and its Affiliates.
(3) Officer STI Awards. At the end of the Performance Period, the Compensation Committee will determine the STI Award payable to each Officer based on (i) Radian’s achievement of the Performance Goals established for the applicable Performance Period, as described above, and (ii) such Officer’s individual performance. The STI Awards for Officers, which for purposes of clarity are not subject to the Incentive Award Pool, will fall within the Maximum Percentage of the Officer’s Target Incentive Award, as the Compensation Committee may determine.
(4) A Participant has no contractual right to an STI Award. The Committee has discretion to determine whether a Participant will receive an STI Award and has discretion to determine the amount of the STI Award, if any, up to the Maximum Incentive Award. No STI Award is earned until the Committee has determined the amount payable and the Participant has met all of the conditions of the Plan.
(c) Payment of STI Awards. Each STI Award amount will be paid in cash to the Participant in a single lump sum payment between January 1 and March 15 following the end of the Performance Period for which the STI Award is determined. Except as provided in Sections 5.1(d), (e) and (f), a Participant must have maintained employment with Radian or an Affiliate through the date on which the STI Award is paid as a prerequisite to earning the STI Award for the Performance Period. If no STI Award amount is allocated to a Participant for a Performance Period, the Participant will not receive an STI Award. Unless otherwise provided by an applicable Appendix, amounts payable upon vesting of STI Awards shall be paid in the currency of the country where the Participant is employed on the payment date.
(d) Involuntary Termination. If, on or after the last day of the Performance Period for which an STI Award is determined but prior to the payment date for the STI Award, a Participant’s employment is terminated by Radian and/or its Affiliates without Cause (or the Participant terminates employment for Good Reason, in the case of a Participant who has an Executive Agreement that provides for termination on account of Good Reason), and in either case the Participant timely executes and does not revoke an effective Release, the Participant will receive his or her STI Award, as determined under Section 5.1(b), based on the achievement of the Performance Goals and the Committee’s determination. Provided that the Participant has timely delivered an effective Release, the payable amount, if any, will be paid to a Participant at the same time as STI Awards are paid to other Participants for the Performance Period.
(e) Retirement. A Participant who terminates employment with Radian and/or its Affiliates on account of Retirement prior to the last day of the Performance Period shall not be entitled to receive an STI Award for that Performance Period. A Participant who terminates employment on account of Retirement on or after the last day of the Performance Period and before the payment date for the STI Award will receive his or her STI Award, as determined under Section 5.1(b), based on the achievement of the Performance Goals and the Committee’s determination, provided that the Participant timely executes and does not revoke an effective written Release. Provided that the Participant has timely delivered an effective Release, the payable amount, if any, will be paid to the Participant at the same time as STI Awards are paid to other Participants for the Performance Period.
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(f) Death or Disability. If a Participant’s employment terminates on account of death, or a Participant incurs a Disability, before the payment date for the STI Award, the Participant will be paid a pro rata portion of the Participant’s STI Award; provided that, in the case of Disability, payment is conditioned on the Participant timely executing and not revoking an effective Release. The pro rata portion of the Participant’s STI Award that shall be paid pursuant to this Section 5.1(f), if any, shall be calculated by multiplying the amount of the Participant’s STI Award, as determined under Section 5.1(b), based on the achievement of the Performance Goals and the Committee’s determination, by a fraction, the numerator of which is the number of days during the Performance Period that (x) in the event of death, ended on the date immediately preceding the Participant’s date of death or (y) in the event of Disability, ended on the date immediately preceding the date of Disability, and the denominator of which is the number of days in the Performance Period. Provided that the Participant has timely delivered an effective Release (other than in the event of a termination of employment on account of death), the payable amount, if any, will be paid to the Participant, or the Participant’s personal representative in the case of death, at the same time as STI Awards are paid to other Participants.
5.2 Release. Any payment of an STI Award after the Participant’s termination of employment (except for termination of employment upon death) or on account of Disability shall be conditioned on the Participant timely executing and not revoking an effective written Release. The Release will be in a form approved by Radian and will release all claims against Radian, its Affiliates and all related parties with respect to all matters arising out of Participant’s employment by Radian or an Affiliate, or the termination thereof (other than claims based upon any entitlements under the terms of this Plan or accrued benefits under any plans or programs of Radian and its Affiliates).
VI. Administration. The Committee will have full power and discretionary authority to interpret the Plan. Except as specifically provided otherwise herein, including in an Appendix, the Committee will have full power and discretionary authority to administer the Plan, to make all determinations, including all participation and award determinations, and to prescribe, amend and rescind any rules, forms or procedures as the Committee deems necessary or appropriate for the proper administration of the Plan and to make any other determinations and take such other actions as the Committee deems necessary or advisable in carrying out its duties under the Plan. Any action required of the Committee under the Plan will be made in the sole discretion of the Committee and not in a fiduciary capacity. All decisions and determinations by the Committee will be final, conclusive and binding on Radian, its Affiliates, the Participants and any other persons having or claiming an interest hereunder. All STI Awards will be awarded conditional upon the Participant’s acknowledgement, by participation in the Plan, that all decisions and determinations of the Committee will be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest in such STI Awards.
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| VII. | General Provisions. |
7.1 Transferability. No awards under this Plan may be transferred, assigned, pledged or encumbered by the Participant nor may any awards under this Plan be subject to any claim of any creditor, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights will be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor of such Participant.
7.2 Unfunded Arrangement. The Plan is an unfunded incentive compensation arrangement. Nothing contained in the Plan, and no action taken pursuant to the Plan, will create or be construed to create a trust of any kind. Each Participant’s interest in an STI Award that has been allocated in accordance with Section 5.1(b) and is scheduled to be paid in accordance with Sections 5.1(c), (d), (e) or (f) will be no greater than the right of an unsecured general creditor of Radian. All STI Awards will be paid from the general funds of Radian, and no special or separate fund will be established and no segregation of assets will be made to assure payment of the STI Awards.
7.3 Withholding Tax. Subject to an applicable Appendix, all payments under this Plan shall be made subject to applicable tax withholding, and Radian or an Affiliate shall withhold from any payments under this Plan all federal, state and local taxes as Radian or an Affiliate is required to withhold pursuant to any law or governmental rule or regulation. The Participant shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment received under this Plan.
7.4 No Rights to Employment. Nothing in the Plan, and no action taken pursuant hereto, will give a Participant any right to continued employment. Each Participant’s employment continues to be at-will, which means that Radian or an Affiliate can terminate the Participant’s employment at any time for cause or for no cause whatsoever.
7.5 Deferrals. Radian may allow selected Participants to defer part or all of their STI Awards under a deferred compensation plan, consistent with Section 409A. If a Participant elects to defer an STI Award pursuant to a deferred compensation plan, the STI Award will be paid at the time and in the form determined under the deferred compensation plan, notwithstanding the payment terms of this Plan.
7.6 Section 409A. The Plan is intended to comply with the short-term deferral rule set forth in the regulations under Section 409A in order to avoid application of Section 409A to the Plan. If and to the extent that any payment under this Plan is deemed to be deferred compensation subject to the requirements of Section 409A, this Plan will be administered so that such payments are made in accordance with the requirements of Section 409A, including the six- month delay required for “specified employees,” if applicable. In no event shall a Participant, directly or indirectly, designate the calendar year of payment, except in accordance with Section 409A. If a payment is subject to Section 409A, is subject to execution of a Release, and could be made in more than one taxable year, based on timing of the execution of the Release, payment shall be made in the later taxable year, as required under Section 409A.
7.7 Termination and Amendment of the Plan. The Compensation Committee may amend or terminate the Plan at any time.
7.8 Successors. The Plan will be binding upon and inure to the benefit of Radian, its successors and assigns, and each Participant and his or her heirs, executors, administrators and legal representatives.
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7.9 Radian Policies. All STI Awards shall be subject to any applicable clawback or recoupment policies and other policies that may be implemented by the Board from time to time.
7.10 Applicable Law.
(a) The Plan shall be construed, administered and governed in all respects under and by the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation to the substantive law of another jurisdiction.
(b) As a condition of participating in the Plan, each Participant irrevocably and unconditionally (1) agrees that any legal proceeding arising out of the Plan may be brought only in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Delaware County, Pennsylvania, (2) consents to the sole and exclusive jurisdiction and venue of such court in any such proceeding, and (3) waives any objection to the laying of venue of any such proceeding in any such court. The Participant also irrevocably and unconditionally consents to the service of any process, pleadings, notices, or other papers.
(c) In addition, the Plan shall be subject to any required approvals by any governmental or regulatory agencies. STI Awards shall be subject to any applicable clawback or recoupment policies and other policies that may be implemented by the Board from time to time in accordance with applicable law. Notwithstanding anything in the Plan to the contrary, the Plan, STI Awards shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of Radian’s or an Affiliate’s participation in any governmental programs, and the Committee reserves the right to modify the Plan 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 and other policies that may be implemented by the Board from time to time. As a condition of participating in the Plan and accepting payment of any STI Award, all Participants agree to any such modifications that may be imposed by the Committee.
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APPENDIX – UNITED KINGDOM
For purposes of the Plan as it applies to any Participants employed by an Affiliate in the United Kingdom (“UK Affiliate”), the following supplementary provisions shall apply:
| 1. | Definitions. Certain definitions as defined in Section 2 of the Plan are hereby replaced in their entirety with the following: |
| (a) | “Cause” means a Participant’s (A) indictment for, or conviction of, a crime (excluding road 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 a Participant’s duties with the UK Affiliate, (C) material violation of the UK Affiliate’s or Radian’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 Participant’s duties with the UK Affiliate, (E) a breach of any written confidentiality, nonsolicitation, or noncompetition covenant with the UK Affiliate or Radian, or (F) an act or failure to act which gives the UK Affiliate the legal right to terminate the Participant’s employment without notice or payment in lieu of notice, in each case as determined in the sole discretion of the Committee. In the event that the Committee determines that the Participant engaged in any of the foregoing activities that are grounds for termination for Cause at any time, the Committee may determine that the Participant’s termination of employment was a termination for Cause, even if not so designated at the date of termination. |
| (b) | “Disability” means a physical or mental impairment of sufficient severity that a Participant is both eligible for and in receipt of benefits under the long-term disability program maintained by the UK Affiliate (or if there is no such program or the Participant is not a participant in any such program, whether the Participant has incurred a Disability shall be determined by the UK Affiliate in its sole discretion, subject to compliance with applicable law). The date of Disability for purposes of this Appendix is the date on which the Participant commences to receive such long-term disability benefits if the Participant is participates in any such program or, if applicable, the date the UK Affiliate determines the date of Disability. |
| (c) | “Release” means a release of claims described in Section 5.2 including a settlement agreement that complies with Section 203(3) of the United Kingdom Employment Rights Act 1996. |
| (d) | “Retirement” means a Participant’s voluntary termination of employment from the UK Affiliate after meeting the requirements for retirement in the UK Affiliate’s retirement policy in its absolute discretion. A Participant must provide the UK Affiliate with notice at least six months in advance of the Participant’s planned date of retirement in order for the Participant’s termination of employment to be considered a Retirement for purposes of the Plan (unless the notice requirement is waived by the UK Affiliate), subject to any contrary local laws. |
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| 2. | Participation; Newly Acquired Affiliate. Section 3.2 of the Plan is hereby clarified to provide that for the 2026 Performance Period, eligible Employees of a UK Affiliate will be assigned Target Incentive Awards for the full Performance Period commencing January 1, 2026, despite the UK Affiliate becoming an Affiliate after January 1, 2026. Any resulting STI Awards for the 2026 Performance Period payable to Participants employed by the UK Affiliate will be determined in accordance with Section 5 of the Plan and will not be prorated based on the UK Affiliate becoming an Affiliate after January 1, 2026 (but may be prorated to the extent any such Participant is newly hired, promoted or transferred after the date that the UK Affiliate becomes an Affiliate in accordance with Section 3 of the Plan, or such Participant terminates employment before the end of the Performance Period in accordance with Section 5.1(f) of the Plan). |
| 3. | Applicable Policies. Section 7.9 of the Plan is hereby replaced in its entirety with the following: |
“7.9 Applicable Policies. All STI Awards shall be subject to any applicable clawback or recoupment policies and other policies that may be implemented by the Board from time to time. In addition, all STI Awards shall be subject to any applicable clawback or recoupment policies and other policies that may be implemented by the board of directors of the UK Affiliate (or a committee thereof) from time to time.”
| 4. | Applicable Law. Sections 7.10(a) and (b) of the Plan are hereby replaced in its entirety with the following: |
“(a)The Plan shall be construed, administered and governed in all respects under and by the applicable laws of England and Wales, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation to the substantive law of another jurisdiction.
(b)As a condition of participating in the Plan, each Participant irrevocably and unconditionally agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). The Participant also irrevocably and unconditionally consents to the service of any process, pleadings, notices, or other papers.”
| 5. | Tax Matters. Section 7.3 of the Plan is hereby replaced in its entirety with the following: |
“7.3. Taxes. All payments to a Participant under this Plan will be subject to all applicable taxes, social security, national insurance contributions and/or any other deductions required by law (“Employment Taxes”). Radian or the UK Affiliate is authorised to withhold from any payment made under this Plan, or any payroll or other payment to a Participant, the amount of required Employment Taxes due or potentially payable to the maximum extent permitted by law and regulation. To the extent any amount is withheld by Radian in accordance with this section, such amount shall either be remitted to the UK Affiliate on behalf of the Participant, or deemed to have been so remitted where the amount is paid to a relevant tax authority on behalf of such UK Affiliate. The Participant shall bear all expense of, and be solely responsible for, all Employment Taxes due with respect to any payment received under the Plan.”
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Exhibit 10.2
RADIAN GROUP INC
2021 EQUITY COMPENSATION PLAN (THE “PLAN”)
SUB-PLAN FOR U.K. EMPLOYEES (THE “SUB-PLAN”)
This Sub-Plan is a sub-plan of the Plan and has been created and approved in accordance with the provisions of Section 18 of the Plan. Terms defined in the Plan shall have the same meanings in this Sub-Plan unless otherwise defined in this Sub-Plan.
SECTION 1 Definitions. As used in this Sub-Plan and/or any Grant Letter under this Sub-Plan, the following terms shall have the meanings set forth below.
(a) “Employer” means, in relation to the Grantee, the Company and/or any relevant employer that is a “secondary contributor” in respect of Employer’s NICs.
(b) “Employer’s NICs” means the amount of secondary Class 1 national insurance contributions payable in respect of any Grant or any award of Common Stock in connection therewith.
(c) “FPO” means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 of the United Kingdom (as may be amended from time to time).
(d) “FSMA” means the Financial Services and Markets Act 2000 of the United Kingdom (as may be amended from time to time).
(e) “Group” has the meaning given to that term under FSMA.
(f) “U.K. Employee” means an employee or former employee of the Company or of any Subsidiary (provided that such Subsidiary is a member of the Company’s Group) who is resident in, or is primarily employed in, the United Kingdom.
SECTION 2 Purpose.
(a) The purpose of this Sub-Plan is primarily to establish a sub-plan under the auspices of the Plan that will apply to Grants to be made to U.K. Employees. As a result:
(i) All Grants to U.K. Employees shall be made under this Sub-Plan;
(ii) No Grants shall be made under this Sub-Plan to any person other than a U.K. Employee, and this Sub-Plan shall not apply to any Grants made under the Plan to any such other person; and
(iii) Section 5 of the Plan shall be deemed amended accordingly insofar as it applies to this Sub-Plan.
(b) The provisions of the Sub-Plan vary from those applicable under the Plan so as to:
(i) enable the Sub-Plan (and any Grants made or proposed to be made under the Sub-Plan, and communications concerning those Grants) to take advantage of certain exemptions available in the United Kingdom from certain prohibitions and restrictions which might otherwise apply to such grants and communications in the United Kingdom under the regulatory regime established under FSMA; and
(ii) take account of United Kingdom tax treatment of the Grants.
(c) No Grant shall be granted under this Sub-Plan unless such Grant relates to a type of investment set out or referred to in Article 60(1) of the FPO. Section 2 of the Plan shall be deemed amended accordingly insofar as it applies to this Sub-Plan.
SECTION 3 Interaction with the Plan.
(a) This Sub-Plan should be read in conjunction with the Plan. To the extent that the terms and conditions of the Plan differ from or conflict with the terms set out in this Sub-Plan, the terms set out in this Sub-Plan shall prevail.
(b) Subject to the other provisions of this Sub-Plan, the provisions of the Plan will apply to this Sub-Plan as if references in the Plan to the “Plan” were references to this Sub-Plan.
SECTION 4 Taxes
(a) Section 15(a) of the Plan shall not apply to this Sub-Plan.
(b) All Grants under this Sub-Plan shall be subject to applicable United Kingdom taxes and national insurance contributions (and any other charges of a similar nature). As a condition to the issuance, vesting, exercise or settlement of any Grant, the Grantee shall be required to pay to the Company or any relevant Subsidiary that employs the Grantee, or make other arrangements satisfactory to the Company or the relevant Subsidiary to provide for the payment of, any national, federal, state or local taxes, social security contributions, national insurance contributions and/or other charges of a similar nature (“Employment Taxes”) that the Company or the relevant Subsidiary is required to withhold, or in respect of which the Company or the relevant Subsidiary is required to account to any tax authority including HM Revenue & Customs (“HMRC”), with respect to any income or capital gains arising or deemed to arise to the Grantee in connection with any Grant (including for the avoidance of doubt in connection with the vesting, holding or disposal of any Common Stock received pursuant to any Grant). The Committee, in its discretion, may permit the satisfaction of such Employment Taxes by having Common Stock withheld from delivery with respect to any Grant up to a value that does not exceed the relevant required amount of Employment Taxes; provided that if the liability for such Employment Taxes is satisfied by withholding Common Stock to be delivered upon settlement of any Grant, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Common Stock subject to such Grant, notwithstanding that a number of shares of Common Stock are withheld for the purposes of paying Employment Taxes. The Company or the relevant Subsidiary is authorised to withhold from any Grant made, any payment relating to a Grant under this Sub-Plan, including from a distribution of Common Stock, or any payroll or other payment to a Grantee, the amount of required Employment Taxes due or potentially payable in connection with any transaction involving a Grant under this Sub-Plan to the
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maximum extent permitted by applicable law and regulation (as amended from time to time). To the extent any amount is withheld by the Company in accordance with this section, such amount shall either be remitted to the relevant Subsidiary on behalf of the Grantee, or deemed to have been so remitted where the amount is paid to a relevant tax authority on behalf of such relevant Subsidiary.
(c) The Grantee may be required as a condition precedent to acquiring any Common Stock or exercising any Stock Option or SAR to enter into a joint election under Section 431(1) of the United Kingdom Income Tax (Earnings and Pensions) Act 2003 for the full disapplication of Chapter 2 of Part 7 of that Act.
(d) In accepting any Grant, the Grantee shall, if so required by the Company and to the extent lawful:
(i) agree with and undertake to the Employer that the Employer may recover from the Grantee the whole or part of any Employer’s NICs; and
(ii) enter into any election or agreement (including, without limitation, a joint election of the type referred to in paragraph 3B of Schedule 1 to the Social Security Contributions and Benefits Act 1992) for the whole or part of any liability for Employer’s NICs to be transferred to the Grantee.
SECTION 5 Transferability of Options and Grants.
Section 9(b) of the Plan (and any references thereto) shall be Section 9(b) of the Plan (and any references thereto) shall not apply to this Sub-Plan (or any Grants made under this Sub-Plan).
SECTION 6 General.
(a) The Sub-Plan, and any Grants granted hereunder, shall be governed, construed and administered in accordance with the laws of the State of Delaware, without reference to its conflict of laws provisions.
(b) All Grants are subject to applicable law and regulation (as amended from time to time). For Grantees identified as Material Risk Takers under Solvency UK (or Solvency II, if applicable) regulations, all Grants made under this Sub-Plan will be subject to specific risk-alignment mechanisms, including applicable performance-based vesting conditions and malus/clawback provisions consistent with Article 275 of the Solvency II Regulation and the Prudential Regulatory Authority’s Supervisory Statement SS10/16 (as amended from time to time).
(c) The terms and conditions provided in this Sub-Plan are severable and if (despite the provisions of Section 6(a) of this Sub-Plan) any one or more provisions (or the effect of any such provision) are determined to be illegal or otherwise unenforceable under any applicable law, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
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Exhibit 99.1
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press release February 2, 2026 |
Radian Completes Acquisition of Inigo, Becoming a Global Multi-Line Specialty Insurer
WAYNE, Pa., February 2, 2026 — Radian Group Inc. (NYSE: RDN) today announced that it has completed its strategic acquisition of Inigo Limited (“Inigo”), a specialty insurance group underwriting through Lloyd’s of London. With this acquisition, Radian is expanding from a leading U.S. private mortgage insurer into a global, diversified multi-line specialty insurer, significantly increasing the company’s product expertise and capabilities, and optimizing the deployment of its excess capital.
“Today marks an important milestone for Radian as we expand from our established position as a leading U.S. private mortgage insurer into a global multi-line specialty insurer,” said Rick Thornberry, Chief Executive Officer of Radian. “This acquisition advances our strategic focus to grow and diversify our business, while staying true to our core strengths in underwriting, risk management, and capital allocation. I am excited to welcome Inigo to Radian and look forward to collaborating with the team to leverage our combined expertise and create long-term value for our customers, partners and stockholders. ”
As part of Radian, Inigo will operate as a standalone business unit in London, maintaining the management structure, brand identity and culture that have positioned it as a leading Lloyd’s syndicate. The combined organization brings Radian’s financial strength, risk-management innovation, and operational scale together with Inigo’s specialty market expertise and performance track record. Inigo Chief Executive Officer Richard Watson, along with Chief Underwriting Officer Russell Merrett and Chief Financial Officer Stuart Bridges, will continue to lead the Inigo business and its dynamic team.
Richard Watson, Chief Executive Officer of Inigo, said, “This is an important part of our journey to become a world-class specialty insurance and reinsurance company, valued by its customers, its investors, and its staff. Radian shares our obsession with customers and our love of data.”
“With Radian’s complementary portfolio, aligned culture, and long-term thinking, we are better capitalized and more diversified. We thank our customers for their incredible support, now and in the future,” he added.
In September 2025, Radian announced it had entered into a definitive agreement to acquire Inigo in a primarily all-cash transaction.1 The purchase price paid at closing, net of certain adjustments, was $1.67 billion. Inigo’s estimated tangible equity at year end 2025 was $1.16 billion2, resulting in a net purchase price multiple of approximately 1.4 times tangible equity.
| 1 | A small portion of the purchase consideration was provided in shares of Radian to Inigo’s senior management as part of an equity rollover. |
| 2 | Estimate presented on a U.K. GAAP basis. The difference between UK and US GAAP is expected to be limited. |
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press release February 2, 2026 |
The transaction was funded by Radian’s available liquidity sources and by using excess capital from its mortgage insurance subsidiary, Radian Guaranty.
The acquisition is expected to deliver mid-teens percentage accretion to Radian’s earnings per share and approximately 200 basis points accretion to return on equity in 2026. Radian expects the transaction will double its total annual revenue and provide flexibility to deploy capital across multiple insurance lines through various business cycles.
About Radian
Radian Group Inc. (NYSE: RDN) is a trusted, global multi-line specialty insurer that helps businesses navigate risk with confidence. Built on financial strength and disciplined risk management, Radian brings clarity to complex risk decisions through its proprietary view of risk and a global perspective. Visit radian.com to learn how our collaborative and customer-centric culture transforms risk into a world of opportunity.
About Inigo
Through Lloyd’s Syndicate 1301, Inigo underwrites a multi-class specialty insurance and reinsurance portfolio, serving some of the world’s largest commercial and industrial enterprises. Founded in 2020, Inigo is shaped by data, led by insight, and built around people who believe in doing things differently. For more information, visit inigoinsurance.com.
Forward Looking Statements
All statements in this press release that address events, developments or results that Radian expects or anticipates may occur in the future are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the U.S. Private Securities Litigation Reform Act of 1995. In most cases, forward-looking statements may be identified by words such as “anticipate,” “may,” “will,” “could,” “should,” “would,” “expect,” “intend,” “plan,” “goal,” “pursue,” “contemplate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “seek,” “strategy,” “future,” “likely” or the negative or other variations on these words and other similar expressions. These statements, including, without limitation, statements regarding the expected impact of the acquisition on Radian’s earnings and return on equity, 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 Radian undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The company operates in a changing environment where new risks emerge from time to time and it is not possible to predict all risks that may affect Radian. The forward-looking statements are not guarantees of future performance, and the forward-looking statements, as well as Radian’s 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: risks associated with the acquisition, including: (a) risks related to diverting the attention of management from ongoing business operations; (b) the possibility that the anticipated benefits and impacts of the acquisition are not realized when expected, or at all; (c) significant unknown or inestimable liabilities associated with Inigo; (d)
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press release February 2, 2026 |
risks related to the uncertainty of expected future financial performance and results of Inigo and its businesses following completion of the acquisition; and (e) risks associated with Radian’s ability to successfully execute on its strategic evolution to become a multi-line specialty insurer.
For more information regarding these risks and uncertainties as well as certain additional risks that Radian faces, you should refer to “Item 1A. Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2024 and its quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, as well as to subsequent reports and registration statements filed from time to time with the U.S. Securities and Exchange Commission. Radian cautions you not to place undue reliance on these forward-looking statements, which are current only as of the date on which this press release was issued. The company does not intend to, and disclaims any duty or obligation to, update or revise any forward-looking statements to reflect new information or future events or for any other reason.
For Investors:
Dan Kobell - Phone: 215.231.1113
email: [email protected]
For the Media:
Rashi Iyer - Phone 215.231.1167
email: [email protected]