UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-11356

RADIAN GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	23-2691170
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

550 East Swedesford Road, Suite 350, Wayne, PA 19087

(Address of principal executive offices) (Zip Code)

(215) 231-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.001 par value per share	RDN	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $4,826,211,704 based on the closing sale price as reported on the New York Stock Exchange. Excluded from this amount is the value of all shares beneficially owned by executive officers and directors of the registrant. These exclusions should not be deemed to constitute a representation or acknowledgment that any such individual is, in fact, an affiliate of the registrant or that there are not other persons or entities who may be deemed to be affiliates of the registrant.

The number of shares of common stock, $0.001 par value per share, of the registrant outstanding on February 18, 2026, was 136,272,409 shares.

DOCUMENTS INCORPORATED BY REFERENCE

	Form 10-K Reference Document
Definitive Proxy Statement for the Registrant’s 2026 Annual Meeting of Stockholders	Part III (Items 10 through 14)

		Page
Glossary of Abbreviations and Acronyms		3
Cautionary Note Regarding Forward-Looking Statements—Safe Harbor Provisions		8
Summary of Risk Factors		11
PART I
Item 1	Business	13
Item 1A	Risk Factors	46
Item 1B	Unresolved Staff Comments	72
Item 1C	Cybersecurity	72
Item 2	Properties	73
Item 3	Legal Proceedings	73
Item 4	Mine Safety Disclosures	73
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	73
Item 6	[Reserved]	74
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	75
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	104
Item 8	Financial Statements and Supplementary Data	106
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	162
Item 9A	Controls and Procedures	162
Item 9B	Other Information	163
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	163
PART III
Item 10	Directors, Executive Officers and Corporate Governance	164
Item 11	Executive Compensation	164
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	164
Item 13	Certain Relationships and Related Transactions, and Director Independence	165
Item 14	Principal Accountant Fees and Services	165
PART IV
Item 15	Exhibits and Financial Statement Schedules	165
Item 16	Form 10-K Summary	165
Index to Exhibits		166
Signatures		176

Glossary of Abbreviations and Acronyms for Selected References

The following list defines various abbreviations and acronyms used throughout this report, including the Business Section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Consolidated Financial Statements, the Notes to Consolidated Financial Statements and the Financial Statement Schedules.

A number of cross-references to additional information included throughout this Annual Report on Form 10-K are also utilized throughout this report, to assist readers seeking additional information related to a particular subject.

Term	Definition
2012 QSR Agreements	Collectively, the quota share reinsurance agreements entered into with a third-party reinsurance provider in the second and fourth quarters of 2012 to cede on a combined basis a portion of NIW originated between the fourth quarter of 2011 and the fourth quarter of 2014
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 to cede a portion of Single Premium NIW originated between January 1, 2012, and December 31, 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 originated between January 1, 2018, and December 31, 2019
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 originated between January 1, 2020, and December 31, 2021
2022 QSR Agreement	Quota share reinsurance arrangement entered into with a panel of third-party reinsurance providers to cede, starting July 1, 2022, a portion of NIW, which includes both Recurring Premium Policies and Single Premium Policies, originated between January 1, 2022, and June 30, 2023
2023 QSR Agreement	Quota share reinsurance arrangement entered into with a panel of third-party reinsurance providers to cede, starting July 1, 2023, a portion of NIW, which includes both Recurring Premium Policies and Single Premium Policies, originated between July 1, 2023, and June 30, 2024
2023 XOL Agreement	Excess-of-loss reinsurance arrangement entered into with a panel of third-party reinsurance providers to provide reinsurance on a portion of NIW, which includes both Recurring Premium Policies and Single Premium Policies, originated between October 1, 2021, and March 31, 2022
2025 XOL Agreement	Excess-of-loss reinsurance arrangement entered into with a panel of third-party reinsurance providers to provide reinsurance on a portion of NIW, which includes both Recurring Premium Policies and Single Premium Policies, originated between January 1, 2016, and September 30, 2021
2024 QSR Agreement	Quota share reinsurance arrangement entered into with a panel of third-party reinsurance providers to cede, starting July 1, 2024, a portion of NIW, which includes both Recurring Premium Policies and Single Premium Policies, originated between July 1, 2024, and June 30, 2025
2025 QSR Agreement	Quota share reinsurance arrangement entered into with a panel of third-party reinsurance providers to cede, starting July 1, 2025, a portion of NIW, which includes both Recurring Premium Policies and Single Premium Policies, originated between July 1, 2025, and June 30, 2026
2026 QSR Agreement	Quota share reinsurance arrangement entered into with a panel of third-party reinsurance providers to cede, starting July 1, 2026, a portion of NIW, which includes both Recurring Premium Policies and Single Premium Policies, originated between July 1, 2026, and June 30, 2027
2027 QSR Agreement	Quota share reinsurance arrangement entered into with a panel of third-party reinsurance providers to cede, starting July 1, 2027, a portion of NIW, which includes both Recurring Premium Policies and Single Premium Policies, originated between July 1, 2027, and June 30, 2028
ABS	Asset-backed securities
Term	Definition
---	---
All Other	Previously, the category consisting of Radian’s immaterial operating segments and certain other business activities, including our Mortgage Conduit, Title and Real Estate Services businesses that were classified as held for sale and discontinued operations in the third quarter of 2025 for all prior and future periods. All Other also had included: (i) income (losses) from assets held by Radian Group and (ii) related general corporate operating expenses, all of which were reallocated to our Mortgage Insurance reportable segment in the third quarter of 2025 for all prior and future periods.
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
CFPB	Consumer Financial Protection Bureau
Claim Curtailment	Our legal right, under certain conditions, to reduce the amount of a claim, including due to servicer negligence
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
Cures	Loans that were in default as of the beginning of a period and are no longer in default primarily because payments were received such that the loan is no longer 60 or more days past due
Default to Claim Rate	The percentage of defaulted loans that are assumed to result in a claim submission
Dodd-Frank Act	Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended
Eagle Re Issuer(s)	A group of unaffiliated special purpose insurers (VIEs) domiciled in Bermuda, comprising a series of Eagle Re entities related to reinsurance coverage issued starting in 2018
Equity Plan(s)	Radian Group Inc.’s Equity Compensation Plan(s), as updated from time to time and most recently approved by our stockholders on May 12, 2021
ESPP	The Radian Group Inc. Employee Stock Purchase Plan, as amended and restated, which was approved by our stockholders on May 9, 2018
Exchange Act	Securities Exchange Act of 1934, as amended
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
Freddie Mac	Federal Home Loan Mortgage Corporation
GAAP	Generally accepted accounting principles in the U.S., as amended from time to time
GSE(s)	Government-Sponsored Enterprises (Fannie Mae and Freddie Mac)
HPA	Homeowners Protection Act of 1998
HUD	U.S. Department of Housing and Urban Development
IBNR	Losses incurred but not reported
IIF	Insurance in force is the aggregate unpaid principal balances of the underlying loans, as reported by mortgage servicers or estimated by us
Inigo	Inigo Limited, a limited liability company incorporated in England and Wales, which, together with its subsidiaries, is a global specialty insurance and reinsurance company, underwriting through Syndicate 1301, serving some of the world’s largest commercial and industrial enterprises. Radian Group completed the acquisition of Inigo on February 2, 2026
Term	Definition
---	---
Intercompany Note	A $600 million intercompany note payable to Radian Guaranty by Radian Group, entered into on December 29, 2025, in exchange for proceeds from Radian Guaranty to help fund the Inigo acquisition. The note, which was approved by the Pennsylvania Insurance Department subject to certain terms and conditions, has a 10-year term and bears interest at 6.50% per annum.
LAE	Loss adjustment expenses, which include the cost of investigating and adjusting losses and paying claims
Loss Mitigation Activity/Activities	Activities such as Rescissions, Claim Denials, Claim Curtailments and cancellations
Lloyd’s	Lloyd’s of London is a global specialty insurance marketplace for insurance and reinsurance located in London, England
LTV	Loan-to-value ratio, calculated as the ratio of the original loan amount to the original value of the property, expressed as a percentage
Master Policy/Policies	Radian Guaranty’s master insurance policy form(s) setting forth the terms and conditions of our mortgage insurance coverage, which are updated periodically, including in response to requirements issued by the GSEs, and filed in each of the jurisdictions in which we conduct business
Master Repurchase Agreements	Collectively, the agreements entered into by Radian’s Mortgage Conduit business with certain banks to finance the acquisition of mortgage loans and related mortgage loan assets
Minimum Required Asset(s)	A risk-based minimum required asset amount, as defined in the PMIERs, calculated based on net RIF (RIF, net of credits permitted for reinsurance) and a variety of measures related to expected credit performance and other factors
Model Act	Mortgage Guaranty Insurance Model Act, as issued by the NAIC to establish minimum capital and surplus requirements for mortgage insurers
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
Mortgage Conduit	Radian’s mortgage conduit business, operated primarily through Radian Mortgage Capital, which purchases eligible mortgage loans on the secondary market from residential mortgage lenders with the intent to either sell directly to mortgage investors or distribute into the capital markets through private label securitizations, with the option to hold servicing rights for the loans sold. In the third quarter of 2025, Radian announced the planned divestiture of this and certain other immaterial businesses, resulting in the reclassification of its results to held for sale and discontinued operations for all periods presented.
Mortgage Insurance	Radian’s mortgage insurance business, operated primarily through Radian Guaranty, which provides credit-related insurance coverage for the benefit of mortgage lending institutions and mortgage credit investors, principally through private mortgage insurance on residential first-lien mortgage loans
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
NAIC	National Association of Insurance Commissioners
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.
NYDFS	New York State Department of Financial Services
Term	Definition
---	---
Parent Guarantees	Separate parent guaranty agreements, entered into by Radian Group in connection with its Mortgage Conduit business, to guaranty the obligations of certain of its subsidiaries in connection with the Master Repurchase Agreements
Persistency Rate	The percentage of IIF that remains in force over a period of time
PMIERs	Private Mortgage Insurer Eligibility Requirements issued by the GSEs under oversight of the FHFA and updated by them from time to time to set forth requirements an approved insurer must meet and maintain to provide mortgage guaranty insurance on loans acquired by the GSEs
PMIERs Cushion	Under PMIERs, Radian Guaranty’s excess of Available Assets over Minimum Required Assets
Pool Mortgage Insurance	Insurance that provides a lender or investor protection against default on a group or “pool” of mortgages, rather than on an individual mortgage loan basis, generally subject to an aggregate exposure limit, or “stop loss” (usually between 1% and 10%), and/or deductible applied to the initial aggregate loan balance of the entire pool, pursuant to the terms of the applicable insurance agreement
PRA	Prudential Regulation Authority
Primary Mortgage Insurance	Insurance that provides a lender or investor protection against default on an individual mortgage loan basis, at a specified coverage percentage for each loan, pursuant to the terms of the applicable master policy, which are updated periodically and filed in each of the jurisdictions in which we conduct business
QM	Qualified mortgage; a mortgage that possesses certain low-risk characteristics that enable it to qualify for lender protection under the ability to repay rule instituted by the Dodd-Frank Act
QSR Program	The 2016 Single Premium QSR Agreement, the 2018 Single Premium QSR Agreement, the 2020 Single Premium QSR Agreement, the 2012 QSR Agreements, the 2022 QSR Agreement, the 2023 QSR Agreement, the 2024 QSR Agreement, the 2025 QSR Agreement, the 2026 QSR Agreement and the 2027 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 subsidiary of Radian Group, through which we acquire and sell residential mortgage loans
Radian Title Insurance	Radian Title Insurance Inc., an Ohio domiciled insurance company and an indirect subsidiary of Radian Group, through which we offer title insurance and settlement services
RBC States	Risk-based capital states, which are those states that currently impose a statutory or regulatory risk-based capital requirement
Real Estate Services	Radian’s real estate services business, operated primarily through Radian Real Estate Management LLC, which provides residential real estate management, valuation and due diligence services to single family rental investors, the GSEs and mortgage lenders, servicers and investors. In the third quarter of 2025, Radian announced the planned divestiture of this and certain other immaterial businesses, resulting in the reclassification of its results to held for sale and discontinued operations for all periods presented.
Rescission(s)	Our legal right, under certain conditions, to unilaterally rescind coverage on our mortgage insurance policies if we determine that a loan did not qualify for insurance
RESPA	Real Estate Settlement Procedures Act of 1974, as amended
RIF	Risk in force; for Primary Mortgage Insurance, RIF is equal to IIF multiplied by the insurance coverage percentage, whereas for Pool Mortgage Insurance, it represents the remaining exposure under the agreements
Risk-to-capital	Under certain state regulations, a maximum ratio of net RIF calculated relative to the level of statutory capital
RMBS	Residential mortgage-backed securities
RSU(s)	Restricted stock unit
Term	Definition
---	---
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 2027	Our 4.875% unsecured senior notes due March 2027 ($450 million original principal amount)
Senior Notes due 2029	Our 6.200% unsecured senior notes due May 2029 ($625 million original principal amount)
Single Premium NIW	NIW 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)
Solvency II	Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking up and pursuit of business of Insurance and Reinsurance
Solvency UK	The U.K. prudential regulatory framework for insurance and reinsurance undertakings, established by the Insurance and Reinsurance Undertakings (Prudential Requirements) Regulations 2023 and related reforms to Solvency II implemented through the PRA’s Policy Statement PS15/24, which together became effective between December 31, 2023, and December 31, 2024, and which provide a framework for the safety and soundness of insurers and the protection of policyholders
Specialty Insurance	Radian’s specialty insurance business, operated through Inigo, which provides global specialty insurance and reinsurance coverage for the benefit of some of the world’s largest commercial and industrial enterprises, principally through property and casualty insurance as well as property and casualty excess-of-loss reinsurance
Stage of Default	The stage a loan is in relative to the foreclosure process, based on whether a foreclosure sale has been scheduled or held
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
Syndicate 1301	The Lloyd’s syndicate through which Inigo writes Lloyd’s insurance and reinsurance business. Inigo Managing Agent Limited manages Syndicate 1301 and Inigo Corporate Member Limited provides the capital and underwriting capacity for Syndicate 1301
Time in Default	The time period from the point a loan reaches default status (based on the month the default occurred) to the current reporting date
Title	Radian’s title insurance and settlement services business, operated primarily through Radian Title Insurance and Radian Settlement Services Inc., which serves as a national title insurance underwriter and agency delivering closing and settlement services for purchase, refinance, home equity and default real estate transactions to mortgage lenders and investors, real estate agents, the GSEs and consumers. In the third quarter of 2025, Radian announced the planned divestiture of this and certain other immaterial businesses, resulting in the reclassification of its results to held for sale and discontinued operations for all periods presented.
VA	U.S. Department of Veterans Affairs
VIE	Variable interest entity
XOL 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 level, up to a specified limit. The program includes reinsurance agreements with the Eagle Re Issuers in connection with various issuances of mortgage insurance-linked notes, as well as more traditional XOL reinsurance agreements with third-party reinsurers.

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,” “pursue,” “contemplate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “seek,” “strategy,” “future,” “likely” or the negative or other variations on these words and other similar expressions. These statements, which may include, without limitation, projections regarding our future performance and financial condition and statements regarding the planned divestitures of our Mortgage Conduit, Title and Real Estate Services businesses, 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, the returns on our investments in residential mortgage loans and other mortgage assets acquired through our Mortgage Conduit business and other investments held in our investment portfolio, as well as our business prospects, including: changes resulting from inflationary pressures, the interest rate environment and the risk of recession and higher unemployment rates; other macroeconomic stresses and uncertainties as well as other political and geopolitical events, civil disturbances and endemics/pandemics or extreme weather events and other natural disasters that may adversely affect regional economic conditions and housing markets;
the primary and secondary impacts of government actions and executive orders, including regulatory and legislative actions and responses thereto, tariffs and trade policies, reductions in the federal workforce, as well as legal challenges and other responses to those actions, and related uncertainty, volatility and potential disruptions in the U.S. and global financial markets;
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 to insure loans purchased by the GSEs;
our ability to maintain an adequate level of capital in our subsidiaries, including for our insurance subsidiaries, to satisfy current 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, 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 or other applicable requirements;
changes in the current housing finance system in the United States, including the roles and areas of primary focus of the FHA, the VA, the GSEs and private mortgage insurers in this system;
our ability to successfully execute and implement our capital plans, including our loss limitation and risk distribution strategies through the capital markets, traditional reinsurance markets or other strategies, and to maintain sufficient holding company liquidity to meet our ongoing liquidity needs;
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 that are subject to complex compliance requirements that we may be unable to satisfy, or that may expose us to new risks, including those that could impact our capital and liquidity positions;
risks associated with the Inigo acquisition, including: risks related to diverting the attention of management from ongoing business operations; the possibility that the anticipated benefits and impacts of the acquisition are not realized when expected, or at all; significant unknown or inestimable liabilities associated with the acquisition or operation of Inigo; risks related to the volatility and uncertainty of expected future performance and results of Inigo and its businesses following completion of the acquisition; and risks associated with Radian’s ability to successfully execute on its strategic evolution to become a multi-line specialty insurer, such as risks associated with entering new markets and lines of business and our ability to comply with new regulatory requirements and manage international operations;
risks associated with our decision to divest our Mortgage Conduit, Title and Real Estate Services businesses, including: the potential inability to complete any or all of the divestiture transactions, on the anticipated timeline or at all, including risks and uncertainties related to securing necessary regulatory and third-party approvals and consents; and any disruption of current plans and operations caused by the announcement of the decision to divest our Mortgage Conduit, Title and Real Estate Services businesses;
risks related to the quality of third-party mortgage underwriting and mortgage loan servicing, including the timeliness and accuracy of servicer reporting;
a decrease in the Persistency Rate of our mortgage insurance on Monthly Premium Policies;
competition in the private mortgage insurance industry generally, including competition from current and potential new mortgage insurers, the FHA and the VA and from other forms of credit enhancement, such as any potential GSE-sponsored alternatives to traditional mortgage insurance;
U.S. political conditions and legislative and regulatory activity (or inactivity), including adoption of (or failure to adopt) new laws, regulations and executive orders, changes in existing laws, regulations and executive orders, or the way they are interpreted or applied, and adoption of laws, regulations or executive orders that conflict among jurisdictions in which we operate;
legal and regulatory claims, assertions, actions, reviews, audits, inquiries or investigations that could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief that could require significant expenditures, new or increased reserves or have other effects on our business;
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, including for our Mortgage Insurance business, that we may fail to accurately calculate or project our Available Assets and Minimum Required Assets under the PMIERs, which could be impacted by, among other things, the size and mix of our IIF, changes to the PMIERs, the level of defaults in our portfolio, the reported status of defaults in our portfolio (including whether they are subject to mortgage forbearance, a repayment plan or a loan modification trial period), the level of cash flow generated by our insurance operations and our risk distribution strategies;
risks associated with investments to diversify and grow our business, including the acquisition of Inigo, or the pursuit of new lines of business or development of new products and services, and additional financial risks related to these investments, including required changes in our investment, financing and hedging strategies, risks associated with our use of financial leverage, which could expose us to liquidity risks resulting from changes in the fair values of assets, and the risk that we may fail to achieve forecasted results, which could result in lower or negative earnings contribution;
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, cyberattack, ransomware or other similar events;
the amount of dividends, if any, that our insurance subsidiaries may distribute to us, which under applicable regulatory requirements is based primarily on the financial performance of our insurance subsidiaries, and therefore, may be impacted by general economic, competitive and other factors, many of which are beyond our control and, in the case of Radian Guaranty, will require prior approval from the Pennsylvania Insurance Department for a period of at least three years and possibly up to five years in connection with the funding for the Inigo acquisition;
the ability of our U.S. principal operating subsidiaries to distribute amounts to us under our internal tax- and expense-sharing arrangements, which for our U.S. insurance subsidiaries are subject to regulatory review and could be terminated at the discretion of such regulators;
volatility in our financial results caused by changes in the fair value of our assets carried at fair value;
changes in GAAP or SAP rules and guidance, or their interpretation;
the amount and timing of potential payments or adjustments associated with federal or other tax examinations; and
our ability to attract, develop and retain key employees.

For more information regarding these risks and uncertainties as well as certain additional risks that we face, you should refer to the Summary of Risk Factors, to the more detailed discussion of our Risk Factors included in Item 1A, 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.

Summary of Risk Factors

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects. These risks are discussed more fully under “Item 1A. Risk Factors” of this Annual Report on Form 10-K and include, but are not limited to, the following material risks and uncertainties:

Risks Related to Regulatory Matters

Legislation and administrative and regulatory changes and interpretations could impact our businesses.
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.
Our insurance subsidiaries are subject to comprehensive insurance regulations and other requirements, which we may fail to satisfy. Changes to existing regulation and supervisory standards, or failure to comply with them, could have a material adverse effect on our business, results of operations and financial condition.
Changes in the charters, business practices or role of the GSEs in the U.S. housing finance market generally, could significantly impact our Mortgage Insurance business.

Risks Related to our Business Operations

The success of our Mortgage Insurance business depends on our ability to assess and manage our mortgage insurance underwriting risks; and the mortgage insurance premiums we charge may not be adequate to compensate us for our liability for losses and the amount of capital we are required to hold against our insured mortgage risks. We expect to incur losses for future mortgage defaults beyond what we have reserved for in our financial statements.
We establish our reserves for losses in our insurance businesses based on models, assumptions and estimates, which are subject to inherent uncertainties, and if incorrect, may result in us being required to take unexpected charges to income, which could adversely affect our results of operations.
Radian Guaranty’s Loss Mitigation Activity could negatively impact our relationships with our mortgage insurance customers and the GSEs, and changes to these activities could reduce the benefit that Radian Guaranty receives.
If our loss limitation strategy in our Specialty Insurance business is unsuccessful it could have a material adverse effect on our results of operations, financial condition or liquidity.
We use models, including artificial intelligence and machine learning models, to assist our decision making in key areas, such as underwriting, claims, pricing, reserving, investment management, capital assessment, risk management, reinsurance purchasing and other risk distribution strategies and the evaluation of catastrophe risk, but actual results could differ materially from the model outputs and related analyses.
Reinsurance may not be available, affordable or adequate to protect us against losses.
If the length of time that our mortgage insurance policies remain in force declines it could result in a decrease in our future revenues.
Delegated underwriting may subject us to unanticipated claims.
Our Mortgage Insurance business faces competition and changes in the competitive environment that could negatively impact our franchise value.
A decrease in the volume of mortgage originations could result in fewer opportunities for us to write new mortgage insurance business.
Our Specialty Insurance business faces competition and that competition could increase due to merger and acquisition activity in the industry.
Our Mortgage Insurance NIW and franchise value could decline if we lose business from significant customers.
Potential downgrades by rating agencies to the current financial strength ratings assigned to Radian Guaranty and/or the credit ratings assigned to Radian Group could adversely affect the Company.
Our Mortgage Insurance business depends, in part, on effective and reliable loan servicing.
The effects of inflation, trade and tariff disputes and global economic conditions impact the specialty insurance and reinsurance industry in ways which may negatively impact our business, financial condition and results of operations.
We rely upon proprietary technology and information, and if we are unable to protect our intellectual property rights, it could have a material adverse effect on us.
We face risks associated with our Mortgage Conduit business.
Actual or perceived instability in the financial services industry or non-performance by financial institutions or transactional counterparties could materially impact our business.

Risks Related to the Economic Environment

Global economic conditions could adversely affect our business, results of operations or financial condition.
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.
In our Specialty Insurance business, we could face losses from geopolitical tensions, hostilities, war, terrorism, pandemics, cyberattacks and general political instability, and these or other unanticipated losses could have a material adverse effect on our financial condition and results of operations.
Our business is subject to laws and regulations relating to economic trade sanctions and foreign bribery laws, the violation of which could adversely affect our operations.
Our success depends, in part, on our ability to manage risks in our investment portfolio.
Climate change and natural catastrophes could adversely affect our businesses, results of operations and financial condition.
Our reported earnings, stockholders’ equity and book value per share are subject to fluctuations based on changes in our investments that require us to adjust their fair market value.

Risks Related to Liquidity and Financing

The amount of capital that we must hold to maintain our various capital requirements can vary significantly from time to time and the capital needed to maintain those requirements may not be available or may only be available on unfavorable terms.
Our sources of liquidity may be insufficient to fund our obligations.
Our borrowing facilities and the Parent Guarantees we provide for the Master Repurchase Agreements to finance loan purchases in our Mortgage Conduit business contain covenants that are restrictive and could limit our operating flexibility. A default under a borrowing facility or these Parent Guarantees could trigger an event of default under the terms of our senior notes. We may not have access to funding under our borrowing agreements when we require it.

Risks Related to Information Technology and Cybersecurity

Our information technology systems may fail or become outmoded, be temporarily interrupted or otherwise cause us to be unable to meet our customers’ demands or to operate our business.
We could incur significant liability or reputational harm if the security of our information technology systems, or of our third-party vendors or service providers, is breached, including as result of a cyberattack, or we otherwise fail to protect confidential information, including personally identifiable information that we maintain.

Risks Related to Us and Our Subsidiaries Generally

We may not continue to pay dividends at the same rate we are currently paying them, or at all, and any decrease in or suspension of payment of a dividend could cause our stock price to decline.
We are subject to litigation and regulatory proceedings.
We rely on our management team and our business could be harmed if we are unable to retain qualified employees or successfully develop and/or recruit their replacements.
Investments to grow our existing businesses, pursue new lines of business or develop new products and services within existing lines of business subject us to additional risks and uncertainties.

Risks Related to the Inigo Acquisition

We face risks associated with our acquisition of Inigo and our ability to successfully execute our strategic evolution into a global multi-line specialty insurer.
The use of the Intercompany Note to fund a portion of the Inigo acquisition reduced our liquidity and Radian Guaranty’s PMIERs Cushion, and subjects us to certain conditions and compliance obligations associated with the Intercompany Note which could adversely affect us and our financial condition.
We may face difficulties, unforeseen liabilities, or rating actions from our acquisition or the integration of Inigo and may not realize all of the anticipated benefits of such acquisition.

Risks Related to the Divestiture of our Mortgage Conduit, Title and Real Estate Services Businesses

We face risks associated with our decision to divest our Mortgage Conduit, Title and Real Estate Services businesses and we may fail to realize the anticipated benefits of these strategic divestitures.

The public may also read materials we file with the SEC, including reports, proxy and information statements, and other information, on the SEC’s website at www.sec.gov.

The above references to our website and the SEC’s website do not constitute incorporation by reference of the information contained on the websites and such information should not be considered part of this document.

Business Strategy

We are strategically focused on providing solutions that expand access to affordable, responsible and sustainable homeownership and help borrowers achieve their dream of owning a home. With our acquisition of Inigo in February 2026, Radian Group has become a global, multi-line specialty insurer with a diverse portfolio of private mortgage insurance, specialty insurance and reinsurance lines. See “Inigo Acquisition” below for additional information.

Our business strategy, as highlighted below, is focused on growing our businesses and seeking to optimize our capital and liquidity, while maintaining an emphasis on risk management, human capital management, and long-term profitability and growth. To help achieve these objectives, we seek to continuously improve and leverage our operational excellence, while harnessing data, analytics and technology as a strategic differentiator across our businesses.

Radian’s Long-Term Strategic Objectives

Optimize the economic value of our insured mortgage portfolio by writing high-value NIW leveraging risk-adjusted pricing informed by data and analytics
Effectively integrate Inigo, seeking to further enhance and support its value-added, customer-focused model across a diverse set of insurance and reinsurance lines that significantly expand Radian’s product offerings
Manage our capital and liquidity positions to maximize stockholder value, while also ensuring ongoing compliance with our capital requirements and maintaining adequate liquidity and financial flexibility
Continue to drive improved operating performance, including through the use of data, analytics and technology as a strategic differentiator
Maintain a well-defined risk culture with a strong comprehensive enterprise risk management framework and risk/return discipline
Maximize the power of our team by: developing our talent for future success; fostering a culture based on our company values, including by promoting an inclusive work environment; and employing data and analytics to adapt for the future of work/human capital management and business continuity and resilience

2025 Highlights

Following are highlights of the key accomplishments that contributed to our financial and operating results during 2025 in support of our long-term strategic objectives.

Key Accomplishments for 2025

Delivered strong financial results, driven by continued favorable credit performance in our Mortgage Insurance segment, while executing upon our long-term strategy
Earned consolidated pretax income from continuing operations of $791 million and net income from continuing operations of $618 million, or $4.39 net income from continuing operations per diluted share in 2025, compared to consolidated pretax income from continuing operations of $846 million and net income from continuing operations of $660 million, or $4.28 net income from continuing operations per diluted share, in 2024
Adjusted pretax operating income(1) was $802 million in 2025, compared to $867 million in 2024, and adjusted diluted net operating income per share was $4.45 for 2025, compared to $4.39 for 2024
Wrote $55.2 billion of NIW, contributing to an increase in our IIF from $275.1 billion at December 31, 2024, to $282.5 billion at December 31, 2025
Completed a comprehensive strategic review, leading us to make the following transformative changes in September 2025
Radian Group entered into a definitive agreement to acquire Inigo, a Lloyd’s specialty insurer, to become a global multi-line specialty insurer. This acquisition was completed on February 2, 2026.
Announced the intent to divest of our Mortgage Conduit, Title and Real Estate Services businesses, which is expected to be completed no later than the end of the third quarter of 2026
Maintained a strong risk culture, as demonstrated by our ongoing risk distribution strategies, disciplined and risk-based pricing and strategic use of data and analytics to inform decision making
Continued to monitor and grow the economic value of our insured mortgage portfolio by leveraging risk-adjusted pricing and new analytical approaches to identify strategies to maximize the economic value of our NIW
Entered into the 2025, 2026 and 2027 QSR Agreements with panels of third-party reinsurance providers to cede a portion of our NIW from July 2025 through June 2028
Entered into an excess-of-loss reinsurance agreement with a panel of highly rated third-party reinsurance providers
Further strengthened our capital and liquidity profile, while enhancing financial flexibility and returning value to stockholders
Significantly increased our available holding company liquidity to $1.8 billion at December 31, 2025, compared to $885 million at December 31, 2024, in preparation for the closing of the $1.67 billion Inigo acquisition, including the impact of a $600 million intercompany borrowing from Radian Guaranty
Radian Group entered into an agreement to amend and restate its unsecured revolving credit facility with a syndicate of bank lenders, led by Royal Bank of Canada and Citizens Bank. The amended and restated facility increased the committed borrowing capacity to $500 million and has a maturity date of November 4, 2030
Repurchased 13.4 million shares in 2025 at an average per share price of $32.06, including commissions, totaling $430 million
Increased our quarterly cash dividend by 4% from $0.245 to $0.255 per share, beginning with the dividend declared in the first quarter of 2025
Reduced our holding company debt-to-capital ratio to 18.3% at December 31, 2025, compared to 18.7% at December 31, 2024
Increased distributions from Radian Guaranty to Radian Group to $795 million in 2025, through a combination of $595 million of ordinary dividends and a $200 million return of capital, compared to $675 million of ordinary dividends paid in 2024
Maintained a sizable PMIERs Cushion at Radian Guaranty of $1.6 billion at December 31, 2025, compared to $2.2 billion at December 31, 2024
Continued to prioritize the well-being and development of our people by fostering a workplace that allows our employees to work in an agile manner and maintain meaningful connections, allowing us to attract and retain top talent
Adjusted pretax operating income is a non-GAAP measure. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Consolidated—Use of Non-GAAP Financial Measures” for the definition and reconciliation of this measure to the most comparable GAAP measure, consolidated pretax income from continuing operations.

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information on our results of operations and other details related to our Mortgage Insurance segment.

Mortgage Insurance

Overview

Private mortgage insurance plays an important role in the U.S. housing finance system because it supports affordable homeownership, while helping to protect mortgage lenders, investors and the GSEs, who are the primary beneficiaries of our mortgage insurance, by mitigating default-related losses on residential mortgage loans. Generally, the loans we insure are made to home buyers who make down payments of less than 20% of the purchase price for their home or, in the case of refinancings, have less than 20% equity in their home.

For new home purchases, loans subject to mortgage insurance typically are provided to first-time homeowners, and therefore, private mortgage insurance plays an important role by providing these prospective home buyers the opportunity to purchase their first home (and to begin to accumulate equity) without having to put down 20% of the value of the home at closing. In many cases, especially in periods of rising home prices, saving for a 20% down payment could be difficult for first-time home buyers. Private mortgage insurance also facilitates the sale of these loans in the secondary mortgage market, most of which are currently sold to the GSEs.

The performance of our Mortgage Insurance business is particularly influenced by macroeconomic conditions and specific events that impact the housing finance and real estate markets, including seasonal fluctuations and other events that impact mortgage originations and the credit performance of our mortgage insurance portfolio, most of which are beyond our control, such as housing prices, inflationary pressures, unemployment levels, interest rate changes, the availability of credit, natural disasters and other national and regional economic conditions. In “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” see “Overview” and “Key Factors Affecting Our Results—Mortgage Insurance.”

Our Mortgage Insurance business is subject to comprehensive regulation by state and federal regulatory authorities and the GSEs. As the largest purchasers of conventional mortgage loans, and therefore, the main beneficiaries of private mortgage insurance, the GSEs impose eligibility requirements, known as PMIERs, that private mortgage insurers must satisfy to be approved to insure loans purchased by the GSEs. These requirements and practices, as well as those of the federal regulators that oversee the GSEs and lenders, impact the operating results and financial performance of private mortgage insurers. See “Regulation” below for a description of the significant state and federal regulations and other requirements of the GSEs that are applicable to our businesses.

Mortgage Insurance Products

Primary Mortgage Insurance

Primary Mortgage Insurance represents our most common form of mortgage insurance execution. Based on market demand, we currently are providing Primary Mortgage Insurance on an individual loan basis as each mortgage is originated, but we also have the ability to provide Primary Mortgage Insurance on individual loans in an aggregate group of mortgages after they have been originated. We mainly write Primary Mortgage Insurance in a “first loss” position, where we are responsible for the first losses incurred on an insured loan subject to a policy limit. See “Mortgage Insurance Portfolio Characteristics—Mortgage Loan Characteristics.”

The terms of our Primary Mortgage Insurance coverage are set forth in a Master Policy that we enter into with each of our customers. Among other things, our Master Policies set forth the applicable terms and conditions of our mortgage insurance coverage, including among others: loan eligibility requirements; premium payment requirements; coverage terms, including cancellation of coverage; provisions for policy administration; mortgage servicing standards and requirements; exclusions or reductions in coverage under certain circumstances; insurance rescission and rescission relief provisions; claims payment and settlement procedures; and dispute resolution procedures. Our Master Policy forms, which are updated periodically, including in response to requirements issued by the GSEs, are filed in each of the jurisdictions in which we conduct business. Our Master Policy form was last updated on a broad basis in 2020, when most private mortgage insurers adopted a uniform master policy.

Primary Mortgage Insurance provides protection against mortgage defaults at a specified coverage percentage. When there is a valid claim under Primary Mortgage Insurance, our maximum liability typically is determined by multiplying the claim amount, which consists of the unpaid loan principal, plus past due interest and certain expenses associated with the default, by the coverage percentage. Depending on the circumstances, claims may be settled for the maximum liability or for other amounts. See “Rescissions, Defaults and Claims—Claims Management.” Although the Primary Mortgage Insurance we write protects the insured parties from a portion of losses resulting from mortgage defaults, it generally does not provide protection against property loss or physical damage, including damage caused by hurricanes or other severe weather events or natural disasters.

We wrote $55.2 billion and $52.0 billion of first-lien Primary Mortgage Insurance in 2025 and 2024, respectively. After taking into consideration insurance cancellations and other adjustments within our existing portfolio, our 2025 NIW resulted in IIF of $282.5 billion at December 31, 2025, compared to $275.1 billion at December 31, 2024. Our total direct Primary Mortgage Insurance RIF was $74.7 billion at December 31, 2025, compared to $72.1 billion at December 31, 2024. For additional information, in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” see “Mortgage Insurance Portfolio Metrics—New Insurance Written” and “Insurance and Risk in Force.”

Other Mortgage Insurance Products

Pool Mortgage Insurance. Prior to 2008, we wrote Pool Mortgage Insurance on a limited basis. At December 31, 2025, our total direct first-lien Pool Mortgage Insurance RIF was $202 million and represented less than 1% of our total direct first-lien insurance RIF. Our Pool Mortgage Insurance policies were privately negotiated and are separate from the Master Policies that we use for our Primary Mortgage Insurance. Subject to market demand, we could once again provide Pool Mortgage Insurance in the future.

Pricing

Primary Mortgage Insurance Premiums

We apply premium rates to our mortgage insurance products at the time coverage is requested by our customers, which is generally near the time of loan origination. Premiums for our mortgage insurance products are generally established based on performance models that consider a broad range of borrower, loan and property characteristics as well as current and projected market and economic conditions. Our premium rates are subject to regulation, and in most states where our insurance subsidiaries are licensed, the formulations by which we derive our premiums must be filed with the state insurance regulators, and in some cases approved by them, before their use. See “Regulation—State Regulation.”

We have developed our pricing strategy to manage the risk/return profile and maximize the long-term economic value of our insured portfolio by balancing credit risk, profitability and volume considerations in light of the current and projected competitive environment. We evaluate the projected long-term economic value of our insured portfolio by using a measure that incorporates expected lifetime returns for our insurance policies, taking into consideration projected premiums, credit losses, investment income, operating expenses, taxes and an assumed cost of capital. This projected economic value is then discounted to arrive at an estimated present value of the long-term economic value of our insured portfolio. We use this economic value to assist us in evaluating various portfolio strategies and identifying opportunities to grow the economic value of our insured portfolio.

Premiums on our mortgage insurance products generally are written on either: (i) a recurring basis, which can be monthly or annual premiums, pursuant to our Monthly and Other Recurring Premium Policies or (ii) as a single premium generally paid at the time of loan origination pursuant to our Single Premium Policies. We also offer products where premiums are paid as a combination of an up-front premium at origination, plus a monthly installment. In addition, with respect to certain products, premiums may include a refundable component to be paid upon insurance cancellation. While the majority of our policies terminate when certain criteria are met, such as prescribed LTV levels, some of our products provide coverage for the life of the loan, subject to certain conditions. There are many factors that influence the types of premiums we receive, including, among others: (i) the preference of customers with whom we do business and (ii) the relative premium levels we and our competitors set for the various forms of premiums offered.

Mortgage insurance premiums can be funded through a number of methods, and while the coverage remains for the benefit of the insured lender or third-party beneficiary, the premiums may be paid by the borrower or by the lender. Borrower-paid Monthly and Other Recurring Premiums are generally paid to us as part of the borrower’s monthly mortgage payment, while borrower-paid premiums under our Single Premium Policies are paid to us at the time of closing on the home purchase.

Lender-paid mortgage insurance premiums are paid by the lender and are typically passed through to the borrower in the form of a higher interest rate on the mortgage note.

The premium rates on a majority of our Monthly and Other Recurring Premium Policies were established as a fixed percentage of the initial loan balance for a set period of time (typically 10 years), after which the premium generally declines to a lower fixed percentage for the remaining life of the policy. The premium rates on the remaining Monthly and Other Recurring Premium Policies within our insured portfolio were established as a fixed percentage of the loan’s amortizing balance over the life of the policy.

Beginning on a broad basis in 2019, the mortgage insurance industry began to widely use various pricing methodologies with differing degrees of risk-based granularity. Previously, premiums in the mortgage insurance industry were primarily established through standard rate-cards filed with state insurance regulatory authorities, with limited flexibility to deviate. The current “black box” pricing frameworks, including our RADAR Rates pricing solution, are based upon the same general risk attributes that were historically part of mortgage insurance rate-card pricing, but are also able to incorporate more granular risk-based pricing factors based on multiple loan, borrower and property attributes.

Through our RADAR Rates pricing solution, we offer a spectrum of risk-based pricing solutions for our customers, with delivery options that are tailored to a lender’s loan origination process and balanced with our own objectives for managing our volume of NIW and the economic value derived from our mortgage insurance portfolio. Our RADAR Rates pricing framework and digital delivery platform uses Radian’s proprietary RADAR risk model and analyzes credit risk inputs to customize a rate quote to a borrower’s individual risk profile, loan attributes and property characteristics.

The use of “black box” pricing frameworks throughout the mortgage insurance industry provides a dynamic pricing capability that allows for pricing changes that can be implemented quickly and this has contributed to a reduction in overall pricing transparency. Further, in addition to the widespread use of “black box” pricing, in recent years, mortgage insurance industry pricing practices have also included an increased use of customized rate plans for certain customers, pursuant to which rates may be awarded to certain customers based on a number of factors for only a limited period of time. With the increased prevalence of granular, “black box” pricing and the greater uniformity of master policy terms throughout the industry, pricing has become the predominant competitive market factor for private mortgage insurance, and an increasing number of customers are making their choice of mortgage insurance providers primarily based on the lowest price available for any particular loan. In “Item 1A. Risk Factors,” see “Our Mortgage Insurance business faces competition and changes in the competitive environment that could negatively impact our franchise value.”

Underwriting

Mortgage loan applications are underwritten to determine whether they are eligible for our mortgage insurance. We either perform this function directly or we delegate to approved lenders the ability to underwrite the mortgage loans on our behalf.

Delegated Underwriting. Through our delegated underwriting program, we approve lenders to underwrite mortgage insurance applications based on our mortgage insurance underwriting guidelines. Use of our delegated underwriting program enables us to meet lenders’ demands for an immediate decision on their mortgage insurance application without the need to submit the underwriting file to us for review and approval. We employ quality control sampling and loan and lender performance monitoring to manage the risks associated with delegated underwriting. Under the terms of the program, we have certain rights to rescind coverage if there has been a deviation from our underwriting guidelines. For a discussion of these limited Rescission rights, see “Rescissions, Defaults and Claims—Rescissions.” As of each of December 31, 2025 and 2024, 72% of our total first-lien IIF had been underwritten on a delegated basis.

Non-Delegated Underwriting. Approved lenders may submit mortgage insurance applications to us for mortgage insurance underwriting. Some customers prefer our non-delegated underwriting program because we assume responsibility for underwriting the mortgage insurance and, subject to the terms of our Master Policies, generally have less ability to rescind coverage if there is an underwriting error. To improve efficiency in our underwriting process, we leverage loan application data and analytics to categorize mortgage insurance applications based on credit risk and underwriting complexity, which allows a heightened focus on the higher-risk, complex applications. We also use quality control sampling, loan performance monitoring and training to manage the risks associated with our non-delegated underwriting program. As of each of December 31, 2025 and 2024, 25% of our total first-lien IIF had been underwritten on a non-delegated basis.

Contract Underwriting. Prior to the end of the first quarter of 2025, we also provided third-party contract underwriting services to our mortgage insurance customers pursuant to which we underwrote the mortgage loans for compliance with investor guidelines which, if necessary, may have been separate from or in addition to underwriting for our mortgage insurance eligibility. Generally, we offered limited indemnification to our contract underwriting customers. As of each of December 31, 2025 and 2024, 3% of our total first-lien IIF had been underwritten in conjunction with contract underwriting.

Mortgage Insurance Portfolio Characteristics

Direct Risk in Force

Exposure in our Mortgage Insurance business is measured by RIF, which for Primary Mortgage Insurance is equal to the unpaid principal balance of the loan multiplied by our insurance coverage percentage. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Mortgage Insurance Portfolio Metrics—Insurance and Risk in Force” for additional information about the composition of our Primary RIF.

We analyze our mortgage insurance portfolio in a number of ways to identify potential concentrations or imbalances in risk dispersion. We believe that, among other factors, the credit performance of our mortgage insurance portfolio is affected significantly by:

general economic conditions (in particular, interest rates, home prices and unemployment);
the characteristics of the loans insured, including but not limited to the amount of equity borrowers have in their properties, the borrowers’ credit characteristics, the size of the loans and the age and performance history of the loans;
the geographic dispersion and other characteristics of the properties securing the insured loans, such as the primary purpose of the properties and the condition of local housing markets, including whether the properties are increasing or decreasing in value over time;
the quality of loan underwriting and servicing; and
the number of borrowers.

Persistency Rate

The Persistency Rate, which measures the percentage of IIF that remains in force over a period of time, incorporates the impact that policy cancellations have on our IIF. The Persistency Rate has a significant impact on our revenues and our results of operations. Because premiums on our Recurring Premium Policies are earned over time, higher Persistency Rates on these policies increase the premiums we receive and generally result in increased profitability and returns. Conversely, assuming all other factors remain constant, higher Persistency Rates on Single Premium Policies lower the overall returns on these products, as the premium revenue for our Single Premium Policies is received near the time the loan is originated and is the same regardless of the actual life of the insurance policy.

Provided that all required premiums are paid, coverage for a loan under our Master Policy generally will be canceled on the first of the following to occur: (i) the loan insured under the certificate is paid in full, including in the event of a refinance transaction; (ii) we settle a claim with respect to the certificate; (iii) we act upon the insured’s or its servicer’s instruction to cancel coverage under the certificate, including as may be required by the HPA or pursuant to GSE guidelines; (iv) the term of coverage expires under the premium plan or upon the terms specified in the certificate; or (v) we cancel or rescind coverage or deny a claim under the certificate. For more information, in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” see “Key Factors Affecting Our Results—Mortgage Insurance—IIF and Persistency” and “Mortgage Insurance Portfolio Metrics—Insurance and Risk in Force.”

Historically, there has been a close correlation between interest rates and Persistency Rates. Higher interest rate environments generally decrease mortgage loan refinancings, which decrease the cancellation rate of our insurance and positively affect our Persistency Rates. See “Regulation—Federal Regulation—Mortgage Insurance Cancellation” for more information regarding cancellation and termination requirements for borrower-paid private mortgage insurance meeting certain criteria under the HPA.

Geographic Dispersion

Radian Guaranty is authorized to write mortgage insurance in all 50 states, the District of Columbia and Guam. We maintain a geographically diversified mortgage insurance portfolio and leverage geographic-based pricing to shape our portfolio based on our projections of future economic outlook and loan performance at a regional level. We proactively monitor the portfolio for concentration risks at both the state level and metropolitan area level known as Core Based Statistical Areas (“CBSAs”). As of December 31, 2025, our largest state concentration was in Texas, which represented 10.5% of RIF, and our largest CBSAs concentration was the New York-Newark-Jersey City, NY-NJ metropolitan area, which represented 4.6% of RIF. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Mortgage Insurance Portfolio Metrics—Insurance and Risk in Force—Geographic Dispersion” for additional information about the geographic dispersion of our direct Primary Mortgage Insurance.

In “Item 1A. Risk Factors,” also see “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” and “Climate change and natural catastrophes could adversely affect our businesses, results of operations and financial condition.”

Mortgage Loan Characteristics

In addition to geographic dispersion, factors that contribute significantly to our overall risk diversification and the credit quality of our RIF include, among others, the factors affecting the credit performance of our mortgage insurance portfolio, as discussed above under “Direct Risk in Force,” as well as our mix of mortgage insurance products, the quality of loan underwriting and our risk management practices. In evaluating the credit quality of our insured portfolio and assessing our risk of loss, as well as in developing our pricing and risk management strategies, we consider a number of borrower, loan and property characteristics, including LTV and FICO score, as well as a number of other loan and property characteristics, including, without limitation, debt-to-income ratio, average loan size, property type, occupancy type, loan type and term, loan purpose and number of borrowers. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Mortgage Insurance Portfolio Metrics” for additional information about the credit quality and characteristics of our direct Primary Mortgage Insurance.

Rescissions, Defaults and Claims

Rescissions

Mortgage insurance master policies generally protect mortgage insurers from the risk of material misrepresentations and fraud in the origination of an insured loan by establishing the right, under certain conditions, to unilaterally rescind coverage. Under the terms of our Master Policies, typical events that may give rise to our right to rescind coverage include: (i) we insured a loan in reliance upon an application for insurance that contained a material misstatement, misrepresentation or omission, whether intentional or otherwise, or that was issued as a result of an act of fraud or (ii) we find that there was negligence in the origination of a loan that we insured. We also have rights of Rescission arising from a breach of the insured’s representations and warranties that are contained in our Master Policies or endorsements thereto and are required with our delegated underwriting program.

If we rescind coverage based on a determination that a loan did not qualify for insurance, we provide the insured with a period of time to challenge or rebut our decision. If a rebuttal to our Rescission is received and the insured provides additional information supporting the continuation (i.e., non-rescission) of coverage, we will re-evaluate our original determination. If the additional information supports the continuation of coverage, the insurance is reinstated. Otherwise, if we determine that the loan did not qualify for coverage, the insurance policy is rescinded (and we issue a premium refund under the terms of our Master Policies), and we consider the Rescission to be final and resolved. Although we may make a final determination internally with respect to a Rescission, it is possible that a legal challenge to our decision to rescind coverage may be brought during a period of time after we have rescinded coverage that is specified under the terms of our Master Policies.

Since 2014, our Master Policies generally include provisions that limit or prevent our ability to rescind our insurance coverage if the borrower has remained current on their mortgage loans for certain periods of time. While our Rescission rights generally are more limited under these Master Policies as compared to our prior Master Policies, our more recent Master Policies continue to include certain life-of-loan reservation of Rescission rights specified in the Master Policy, including for

fraud and certain patterns of fraud. In “Item 1A. Risk Factors,” see “Changes in the charters, business practices or role of the GSEs in the U.S. housing finance market generally, could significantly impact our Mortgage Insurance business.”

Defaults

In our Mortgage Insurance business, the default and claim cycle begins with the receipt of a default notice from the loan servicer. We consider a loan to be in default for financial statement and internal tracking purposes upon receipt of notification from the loan servicer that a borrower has missed two monthly payments.

Defaults can occur due to a variety of life events affecting borrowers, including death or illness, divorce or other family problems, unemployment or other events. These events, particularly unemployment, frequently are derived or exacerbated by changes in economic conditions.

The default rate in our Mortgage Insurance business is subject to seasonality. Historically, our Mortgage Insurance business experiences a fourth quarter seasonal increase in the number of defaults and a first quarter seasonal decline in the number of defaults and increase in the number of Cures. Although this has been the case, macroeconomic and other factors in any given period may influence the default rate in our Mortgage Insurance business more than seasonality.

Defaulted loans that fail to become current, or “cure,” may result in a claim under our mortgage insurance policies. The rate at which defaults cure, or do not go to claim, depends in large part on a borrower’s financial resources and circumstances, local housing prices (i.e., whether borrowers are able to cure defaults by selling the property in full satisfaction of all amounts due under the mortgage), interest rates, unemployment, inflationary pressures and other factors impacting economic conditions, as well as loss mitigation efforts designed to support borrowers in default (including loan modifications and forbearance programs, subject to availability and eligibility).

Regional economic disruptions derived from natural disasters may be exacerbated by climate change and related environmental factors, which could increase the frequency, scope and intensity of such disasters. In our Mortgage Insurance business, we have historically seen forbearance plans used for loans in FEMA Designated Areas impacted by a natural disaster with forbearance limited to 12 months. In addition, following the outbreak of the COVID-19 pandemic, a number of governmental programs were implemented to assist individuals and businesses impacted by the COVID-19 virus, including the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) which provided forbearance beyond 12 months for borrowers experiencing financial hardship related to the pandemic. At the conclusion of the applicable forbearance term, a borrower may generally bring the borrower’s loan current, defer any missed payments until the end of their loan, or modify the loan through a repayment plan or extension of the mortgage term.

In our first-lien Primary Mortgage Insurance business, to submit a claim, the insured must first either acquire title to the property (typically through a foreclosure proceeding) or we must approve a third-party sale of the property. The time for a lender to acquire title to a property through foreclosure varies depending on the state, with some states requiring a lender to proceed through the judicial system to complete the foreclosure, which can significantly protract the process. Claim activity is not spread evenly throughout the coverage period of a book of business. Historically, except during periods of economic distress, we have experienced relatively few claims during the first two years following issuance of a policy.

High levels of defaults and delays in foreclosures could delay our receipt of claims, resulting in an increase in the period of time that a loan remains in our inventory of defaulted mortgage loans. Following the onset of the COVID-19 pandemic, the average time for us to receive a claim increased as a result of COVID-19-related relief programs, along with temporary foreclosure and eviction moratoriums for residential mortgagors with certain federally or GSE-backed mortgages that were required under the CARES Act. Although many of these relief programs and moratoriums have been phased out or have expired, the heightened scrutiny over foreclosure proceedings and the increased focus on preserving homeownership (e.g., by ensuring that all borrower support options such as loan modifications have been exhausted) for struggling borrowers that were initiated during the COVID-19 pandemic may have fundamentally altered how foreclosure procedures may be handled going forward, including by preventing or extending the procedural steps necessary for a claim under our insurance policies to be filed. While foreclosure filings have resumed, foreclosure activity remains lower than it was prior to the COVID-19 pandemic. In “Item 1A. Risk Factors,” see “We establish our reserves for losses in our insurance businesses based on models, assumptions and estimates, which are subject to inherent uncertainties, and if incorrect, may result in us being required to take unexpected charges to income, which could adversely affect our results of operations.”

For Pool Mortgage Insurance, which represents less than 1% of our RIF at December 31, 2025, our policies typically require the insured to not only acquire title to the property, but also to actively market and ultimately liquidate the property before filing a claim, which generally lengthens the time between a default and a claim submission.

In addition to claim volume, Claim Severity is another significant factor affecting losses. We calculate the Claim Severity by dividing the claim paid amount by the original coverage amount. Factors that impact the severity of a claim include, but are not limited to, the size of the loan, the amount of mortgage insurance coverage placed on the loan, the length of time between default and claim during which we are expected to cover certain interest payments (capped at three years under our recent Master Policies and capped at two years under our Master Policies prior to 2014) and expenses, and the impact of our Loss Mitigation and other loss management activities with respect to the loan.

Home price appreciation as well as pre-foreclosure sales, acquisitions and other early workout efforts help to reduce overall Claim Severity, as do actions we may take to reduce a claim payment due to servicer negligence, as discussed below in “Claims Management.” See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Consolidated—Expenses—Provision for Losses.”

Claims Management

Our claims management process is focused on analyzing and processing claims to ensure that we pay valid claims in accordance with our policies. Our mortgage insurance claims management department pursues opportunities to mitigate losses both before and after claims are received.

In our Mortgage Insurance business, upon receipt of a valid claim, we have a range of settlement options for calculating the claim amount (also referred to as calculated loss), as set forth in our Master Policies. We can settle a valid claim with the “Percentage Option” by paying the maximum liability and allowing the insured lender to keep title to the property. For this purpose, the maximum liability is determined by multiplying (x) the claim amount (which consists of the unpaid loan principal, plus past due interest for a period of time specified in our Master Policies, plus certain expenses associated with the default, and minus certain deductions) by (y) the applicable coverage percentage. We also have the following alternative settlement options under our Master Policies:

Third-Party Sale/Approved Sale Option: Subject to any reduction provided for in our Master Policies, we may pay the claim amount (not to exceed the lender’s entire loss or our maximum liability under the Percentage Option) by taking into account the net proceeds received by the lender following an approved sale, including a “short sale” or “deed-in-lieu” transaction;
Acquisition Option: Subject to any reduction provided for elsewhere in our Master Policies, we may pay the entire claim amount (as described above but without application of the coverage percentage) and acquire good and marketable title to the property; or
Anticipated Loss Option: In certain circumstances, as outlined in our Master Policies, we may pay an amount primarily based on the claim amount minus the net proceeds we reasonably anticipate would be generated if the property, in its original condition on the effective insurance commitment date, reasonable wear and tear excepted, were sold to a third party for fair market value.

Approved sales in which the underlying property has been sold for less than the outstanding loan amount are commonly referred to as “short sales.” Although short sales could have the effect of reducing our ultimate claim obligation, in many cases, notwithstanding the short sale, we will continue to be obligated to pay a claim in an amount that is equal to the maximum liability amount under the Percentage Option.

Under our Master Policies, we retain the right to consent prior to consummation of any short sale. We have entered into agreements with each of the GSEs pursuant to which we delegate to the GSEs our prior consent rights with respect to short sales on loans owned by the GSEs, as long as the short sales meet applicable GSE guidelines and processes for short sales and subject to certain other factors set forth in these agreements.

We also provide for limited delegation authority to certain loan servicers for short sales under specific circumstances. For loans that are not owned by the GSEs and for which we have not granted specific delegation authority to the loan servicer, we perform an individual analysis of each proposed short sale and provide our consent to these sales when appropriate. Historically, we have consented to a short sale only after reviewing various factors, including among other items, the sale price relative to market and the ability of the borrower to contribute to any shortfall in the sale proceeds as compared to the outstanding loan amount.

After a claim is received, our loss management specialists focus on:

a review to determine compliance with our Master Policy requirements, including: (i) whether the insured has satisfied its obligation in meeting all necessary conditions for us to pay a claim, including submitting all necessary documentation in connection with the claim (commonly referred to as “claim perfection”) and (ii) whether the loan was appropriately serviced in accordance with the standards set forth in our Master Policies;
analysis and prompt processing to ensure that valid claims are paid in an accurate and timely manner;
responses to loss mitigation opportunities presented by the insured and/or servicer; and
management and disposal of acquired real estate.

We have entered into a Factored Claim Administration Agreement with Fannie Mae that applies to certain loans owned by Fannie Mae that were insured under our Master Policies for which a claim is submitted on or after October 1, 2018. For the loans subject to the agreement, Radian Guaranty will determine the amount of covered expenses forming part of a loss (other than unpaid principal balance and delinquent interest) using agreed upon model-based expense factors. The expense factors are based on certain characteristics of each covered loan, including the unpaid principal balance at the time of default, property type and location, and property disposition.

Claim Denials

We have the legal right under our Master Policies to deny a claim under certain conditions, such as when the loan servicer does not produce documents necessary to perfect a claim (e.g., evidence that the insured has acquired title to the property) within the time period specified in our Master Policies. Most often, a Claim Denial is the result of a servicer’s failure to provide the loan origination file or other servicing documents critical for our assessment of the claim.

If, after multiple requests by us, documents necessary to perfect the claim are not provided to us, we have rights under our Master Policy to deny the claim. If we deny a claim, we may continue to allow the insured the ability to perfect the claim for a limited period of time, as specified in our Master Policies. If the insured successfully perfects the claim on a timely basis, we will process the claim as described above.

If, after completion of this process, we determine that the claim was not perfected, other conditions precedent to coverage have not been met, or any exclusions apply, the insurance claim may be denied, and we would consider the Claim Denial to be final and resolved. Although we may make a final determination with respect to a Claim Denial, it is possible that after we have denied coverage a legal challenge to our decision may be brought within a period of time specified under the terms of our Master Policies.

Claim Curtailments

We depend on third-party servicing of the loans that we insure. Servicers are responsible for being the primary contact with borrowers regarding their loans, and we generally do not have first-party contact with borrowers. Dependable loan servicing is necessary for, among other things, timely billing and collection of mortgage insurance premium payments and effective loss mitigation opportunities for delinquent or near-delinquent loans. As such, proper loan servicing is critical to the performance of our insured mortgage portfolio, especially when borrowers are experiencing difficulty paying their mortgages.

Our Master Policies require servicers to service our insured loans in a reasonable, prudent manner consistent with the highest standards of servicing in the residential mortgage industry, and we have rights under our Master Policies to curtail, and in some circumstances, deny claims due to servicer negligence.

Other Claims Matters

Although we could seek post-claim recoveries from the beneficiaries of our Master Policies if we later determine that a claim was not valid, because our loss mitigation process is designed to ensure compliance with our Master Policies prior to payment of a claim, historically, we have not sought recoveries from the beneficiaries of our Master Policies once a claim payment has been made.

From time to time, claims management may lead to disputes with our customers and the GSEs, that are the primary beneficiaries of our insurance, which ultimately could result in the loss of business or litigation or other legal proceedings. See Note 13 of Notes to Consolidated Financial Statements.

Competition

We operate in the highly competitive U.S. mortgage insurance industry. Our competitors primarily include other private mortgage insurers and federal and state governmental agencies, principally the FHA and VA.

Including us, there are currently six active participants in the private mortgage industry that are approved and eligible to insure loans that are purchased by the GSEs. The other participants are:

Arch Capital Group Ltd. (includes both Arch Mortgage Insurance Company and United Guaranty Residential Insurance Company);
Enact Holdings, Inc.;
Essent Group Ltd.;
MGIC Investment Corporation; and
NMI Holdings, Inc.

We compete directly with other private mortgage insurers primarily on the basis of price, underwriting guidelines, overall service, customer relationships, perceived financial strength (including comparative credit ratings) and reputation. Overall customer service-related competition in our Mortgage Insurance business is based on, among other things, effective and timely delivery of products, timeliness of claims payments, customer connectivity, timely and accurate administration of policies, training, loss mitigation efforts and management and field service expertise.

Pricing has always been competitive in the mortgage insurance industry, but as discussed under “Mortgage Insurance—Pricing,” with the increased prevalence of granular, “black box” pricing and custom rate cards, and the greater uniformity of master policy terms throughout the industry, pricing has become the predominant competitive market factor for private mortgage insurance. We monitor various competitive and economic factors while seeking to enhance the long-term value of our mortgage insurance portfolio by balancing credit risk, profitability, and volume and capital considerations in developing our pricing strategies.

We establish our premium rates and seek to write a mix of business to manage the risk/return profile and maximize the long-term economic value of our mortgage insurance portfolio, taking into consideration the competitive environment. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results—Mortgage Insurance—Premiums.” Based on publicly available information, the private mortgage insurance market was approximately 38% and 41% of the total insured mortgage market (which includes FHA, VA and private mortgage insurers) for 2025 and 2024, respectively. Our share of NIW within the private mortgage insurance market was approximately 18% and 17% for 2025 and 2024, respectively.

Private mortgage insurance competes for a share of the insurable mortgage market with the single-family mortgage insurance programs of the FHA and VA.

Private mortgage insurance execution competes with the programs offered by the FHA on the basis of loan limits, pricing, credit guidelines, terms of our insurance policies and loss mitigation practices. We believe that better execution for borrowers with higher FICO scores, in conjunction with the preference of certain lenders to execute through the GSEs, have served as competitive advantages for private mortgage insurance as compared to FHA insurance. The FHA’s share of the total insured mortgage market was reported to be 35% in 2025, compared to 34% in 2024. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results—Mortgage Insurance—NIW.” If the competitive position of the FHA is enhanced, it could have a negative effect on our ability to compete with the FHA. See “Regulation—Federal Regulation—Housing Finance Reform and the GSEs’ Business Practices” for a discussion of factors that could enhance the FHA’s competitive position relative to private mortgage insurance.

We also face competition from the VA. Based on publicly available information, the VA’s share of the total insured mortgage market was 27% in 2025, compared to 25% in 2024. We believe that the VA remains a strong participant in the overall market because of the number of borrowers that are eligible for the VA’s program, and because the VA insures 100% LTV loans, which is unavailable through private mortgage insurance and the FHA, and charges a one-time funding fee that can be included in the loan amount with no separate monthly payment.

In addition, as market conditions change, alternatives to traditional private mortgage insurance may become more prevalent, which could reduce the demand for private mortgage insurance. These alternatives have included structures

commonly referred to as “investor paid mortgage insurance” in which affiliates of traditional mortgage insurers that are not subject to the PMIERs directly insure the GSEs against loss. For additional information about these structures, see “Regulation—Federal Regulation—Housing Finance Reform and the GSEs’ Business Practices.”

It is difficult to predict what other types of credit risk transfer transactions and structures or other forms of credit enhancement, including GSE-sponsored alternatives to traditional mortgage insurance, might be used in the future. If any of these alternatives were to displace standard primary loan level private mortgage insurance, the amount of insurance we write may be reduced and our future prospects could be negatively impacted.

In “Item 1A. Risk Factors,” see “Our Mortgage Insurance business faces competition and changes in the competitive environment that could negatively impact our franchise value.”

Customers

The principal customers of our Mortgage Insurance business are mortgage originators such as mortgage banks, commercial banks, savings institutions, credit unions and community banks.

We actively monitor our customer concentration and regularly engage in efforts to diversify our customer base; however, the increasing use of custom rate cards for individual lenders in the mortgage insurance marketplace has increased the likelihood that a significant portion of NIW volume generated in any given period may be attributable to a relatively small number of customers.

Our largest single mortgage insurance customer (including branches and affiliates) measured by NIW, accounted for 6% of NIW during 2025, compared to 5% and 8% in 2024 and 2023, respectively. The percentage of NIW generated by our top 10 customers was 28% in 2025. There was no single customer that accounted for more than 10% of NIW in 2025, 2024 or 2023. No single customer contributed earned premiums that accounted for more than 10% of our consolidated revenues (excluding net gains (losses) on investments and other financial instruments) in 2025, 2024 or 2023. In “Item 1A. Risk Factors,” see “Our Mortgage Insurance NIW and franchise value could decline if we lose business from significant customers.”

Sales and Marketing

Our sales and marketing efforts are focused on establishing, maintaining and growing valuable customer relationships. We employ salespeople with industry expertise who can address specific customer-centric needs. Our consultative approach, involving partnerships between customers and functional internal teams, is designed to support long-term customer relationship development and drive sustainable business growth.

Marketing and communications activities include direct marketing; advertising; digital marketing such as email, content and social media; public relations and thought leadership; brand strategy and expression; event marketing including customer meetings, conferences and trade shows; and other targeted initiatives. These activities are designed to create engagement with prospective customers to support new sales opportunities and with our existing customers to drive adoption of our services and support customer retention efforts. We continue to adapt our sales and marketing efforts based on data and other insights, such as customer behavior, preferences and trends, as well as the current industry environment, to optimize the tools and techniques we use to engage with current and potential customers.

All sales and marketing efforts are supported by functional areas that provide additional touch points for our customers. For example, our Client Solutions Team is responsible for assisting customer contacts who need customized solutions for operational needs and our Training Teams provide educational sessions that help our customers understand how to work with Radian. All customer-facing functions capture customer feedback and insights that are used to help build stronger relationships and deliver better service to our customers.

Our approach is intended to strengthen our relationships with existing customers, attract new customers and provide a level of service that differentiates us from competitors.

Investment Policy and Portfolio

Our investment portfolio is our primary source of claims paying resources and also impacts our earnings. We seek to manage our investment portfolio within our targeted risk and return tolerances based on our current liability projections and business and economic outlook to maintain sufficient liquidity levels to satisfy our current and future operating requirements and other financial needs. Our investment strategy is developed by taking into consideration applicable investment restrictions,

limitations and conditions imposed on investments held by our regulated entities, and in particular, state limitations and PMIERs rules applicable to Radian Guaranty, which holds the majority of our total investment portfolio.

Our investment strategy uses an asset allocation methodology that takes into consideration regulatory constraints, our business environment and consolidated risks as well as current investment conditions. With respect to our fixed income investments, the following internal investment policy guidelines, among others, are applied at the time of investment and continually monitored.

Internal investment policy guidelines
NAIC Designation	Ratings Equivalent	Internal Policy
1	“A-” and above	At least 75% of the portfolio Fair Value
2	“BBB+” to “BBB-”	Not more than 25% of portfolio Fair Value
3 to 6	“BB+” and below	Not more than 10% of portfolio Fair Value

Our portfolio has been constructed to maximize long-term expected returns while maintaining an acceptable risk level. Our investment objectives are to utilize appropriate risk management oversight to optimize after-tax returns, while preserving capital. We calibrate the level of our short-term investments based on our overall investment portfolio duration, risk appetite and expected short-term cash requirements. In “Item 1A. Risk Factors,” see “Our success depends, in part, on our ability to manage risks in our investment portfolio.”

Our investment policies and strategies are subject to change, depending on business needs, current and potential future regulatory requirements, economic and market conditions and our then-existing or anticipated financial condition and operating requirements, including our current and future tax positions. The investments held at our insurance subsidiaries are subject to insurance regulatory requirements applicable to such insurance subsidiaries and investments held by Radian Guaranty are subject to the PMIERs. For example, insurance regulatory requirements address the types of assets that may be reported as admitted assets for statutory reporting purposes and limit how a mortgage insurer may invest its contingency reserve, and the PMIERs specify which type of assets are eligible to be counted as Available Assets. See “Regulation—Federal Regulation—GSE Requirements for Mortgage Insurance Eligibility.”

Oversight responsibility of our investment portfolio rests with management, and allocations are set by periodic asset allocation studies, calibrated by risk and after-tax return considerations. The risks we consider include, among others, duration, convexity, liquidity, market, sector, structural, interest rate and credit risks. As of December 31, 2025, we internally managed 18% of the investment portfolio (the portion of the portfolio largely consisting of U.S. Treasury securities, money market funds, equities, mortgage insurance-linked notes and other mortgage related assets, and certain exchange-traded funds), with the remainder primarily managed by three external managers. External managers are selected by management based primarily upon their ability to meet our investment goals and objectives, based upon factors such as historical returns and the quality and stability of their management teams. Management’s selections of external managers are presented to, approved and monitored by the Finance and Investment Committee of our board of directors.

At December 31, 2025, our investment portfolio, including securities loaned to third-party borrowers under securities lending agreements, had a cost basis of $6.4 billion and a carrying value of $6.1 billion. At December 31, 2025, 99% of our investment portfolio was rated investment grade. The weighted-average duration of the assets in our investment portfolio as of December 31, 2025, was 3.6 years. For additional information about our investment portfolio, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Investment Portfolio,” as well as Notes 6 and 7 of Notes to Consolidated Financial Statements.

Enterprise Risk Management

Overview

As an insurance company, risk management is a critical part of our business. The following goals guide our strategy and actions as a risk management organization:

Embed and continually reinforce a disciplined, corporate-wide risk culture that utilizes an understanding of risk/return trade-offs to drive quality decisions and achieve long-term, through-the-cycle profitability;
Maintain credit, underwriting, pricing and risk/return discipline based on sound data and analytics and continuous feedback throughout the organization;
Proactively monitor business, counterparty, economic, housing and compliance-related trends to identify and mitigate emerging risks;
Continually refine analytical and technological capabilities, processes and systems to effectively identify, assess and manage risks; and
Develop and leverage tools and capabilities to inform and optimize capital allocation within our risk appetite in support of our corporate strategy.

Our risk appetite, or the amount of risk we are willing to take on in pursuit of value, is driven by our business strategy, which is established by executive management and overseen by our board of directors. We define our risk appetite qualitatively through the following key risk categories where strategic execution occurs: credit; financial; strategic; operational and regulatory and compliance. We do not treat reputational risk as a distinct category of risk; rather, we view reputational risk as pervasive throughout our entire risk portfolio, as each risk on its own can impact our reputation if not mitigated or managed properly.

We have adopted an integrated approach to risk management, which includes, among other things: (i) a centralized Enterprise Risk Management (“ERM”) function that is responsible for overseeing the processes for risk identification, assessment, management and mitigation across the organization; (ii) an enterprise compliance function for overseeing regulatory compliance matters, policy governance and related risks; (iii) risk management functions embedded in our businesses; (iv) specialized risk committees with a focus on specific risks; and (v) an internal audit function that performs periodic, independent reviews and tests compliance with risk management policies, procedures and standards across the Company.

Our ERM framework is designed to provide executive management with the ability to identify and evaluate the most significant risks we face and to calibrate risk mitigation strategies to account for challenges in the current business environment, as well as external factors that may negatively impact our operations. In practice, our ERM function represents a cross-functional and enterprise-wide effort, consisting of subject matter experts and experienced managers, which utilizes a systematic method to identify, evaluate and monitor both known and emerging risks. Risk assessments and risk mitigation plans are developed to address these risks. Risk scoring and validation of the effectiveness of risk management plans through management reporting facilitate program sustainability and promote accountability for risk management activities throughout the Company.

As part of our ERM program, our businesses employ comprehensive risk management functions, which, in conjunction with oversight by the Risk Committee of our board of directors, are responsible for monitoring compliance with our risk-related policies, managing our insured portfolio, and communicating credit-related issues to management, our board of directors and our customers.

Our senior executive management team regularly monitors and discusses risks related to our businesses through various management committees. Our Asset and Liability Committee focuses on identifying risks and decision making related to pricing, credit, capital and liquidity, including risk/return analysis associated with different business opportunities. Other management committees focused on risk management include, but are not limited to, our ERM Committee and ERM Council, Executive Information Security Committee, Enterprise Compliance Oversight Council, Model Governance Committee, Resilience Executive Committee and AI Governance Committee.

Information security is a significant operational risk for financial institutions such as Radian. To address this risk, our ERM program incorporates cybersecurity-related risks into our identification, evaluation and mitigation processes. In addition, we maintain an Information Security Program that is designed to protect our corporate data, including data we provide to others, as well as data entrusted to us by our customers and partners. For more information about our Information Security Program and other aspects of our cybersecurity governance and risk management, see “Item 1C. Cybersecurity.”

Board of Directors

Our board of directors is actively involved in the oversight of material risks relating to our Company. In this regard, our board of directors seeks to understand and oversee how senior management addresses the most critical risks relating to our business and to ensure there is an effective governance process in place for reviewing the systems and processes that

management has developed to manage and mitigate material risks, including those that could arise in the future. The board has formed a standing committee, the Risk Committee, for the primary purpose of overseeing the Company’s management of material risks. In carrying out this responsibility, the Risk Committee’s primary role is coordination, working with the full board and other committees to ensure the effective oversight over material risks. In conducting its risk oversight responsibilities, the Risk Committee oversees the Company’s ERM function, including by:

reviewing the methodologies, policies, processes, resources and reporting structures established by management to identify, assess, monitor and ensure appropriate mitigation of material risks;
reviewing and approving the Company’s enterprise risk appetite statements and management’s procedures for ensuring the Company is operating in a manner consistent with such statements;
receiving and reviewing reports regarding management’s compliance with regulatory requirements related to ERM, including any related filings or disclosures; and
regularly reviewing and analyzing management’s assessment of material risks, including any significant changes or developments with respect to existing risks or the emergence of new risks or risk trends.

The Risk Committee uses the information derived from its oversight over ERM to coordinate oversight responsibilities over material risks among the full board and its standing committees as follows.

The Audit Committee oversees material risks that could impact the Company’s financial statements and internal control over financial reporting such as the risk of fraud or illegal acts, and oversees risks pertaining to our enterprise compliance program and the Company’s Code of Conduct and Ethics.
The Compensation and Human Capital Management Committee oversees material risks pertaining to the Company’s compensation and human capital management policies and practices. In conducting this oversight, this committee reviews and discusses with management an annual risk assessment of the Company’s compensation policies and practices prepared by the Company’s independent compensation consultant.
The Finance and Investment Committee oversees material risks pertaining to the Company’s investment portfolio, the Company’s liquidity position, capital structure and credit and financial strength ratings.
The Governance Committee oversees material risks pertaining to the Company’s corporate governance structure and practices, including by overseeing the Company’s policy regarding related person transactions to ensure that the Company does not engage in transactions that would create or give the impression of a conflict of interest or that could cause harm to the Company and the Company’s interactions and engagement with stockholders.
In addition to its oversight over ERM and its role in coordinating risk oversight among the full board and its committees, the Risk Committee directly oversees material risks related to: mortgage insurance and the Company’s other risk-taking businesses; our information security function, including the management of risks related to data security, cybersecurity and privacy; our policies and procedures for monitoring and managing counterparty risk; our enterprise insurance program for managing business risks; and our program for maintaining business continuity and resilience.

Primary oversight of certain material risks remains with the full board, including business planning and decisioning, emerging technology implementation, information governance, operating expense management, non-compliance with data privacy protections and non-compliance with laws governing the use of AI. Each committee chair provides regular reports to the full board regarding their committee’s risk oversight responsibilities. The full board conducts its risk oversight responsibility in the areas discussed above through its review and evaluation of these reports, as well as through regular discussions and reports from management regarding other material risks not otherwise allocated to the committees. Finally, the full board further considers current and potential future strategic risks facing the Company as part of its annual strategic planning session with management.

Mortgage Insurance Risk Management

Risk Origination and Servicing. We believe that understanding our business partners and customers is a key component of managing risk. Accordingly, we have a counterparty risk management team that leverages our customer and servicer segmentation framework so that we can more effectively perform ongoing monitoring of loan performance,

underwriting quality and the risk profile and mix of business of a customer’s mortgage insurance applications. The counterparty risk management team monitors trends at the customer level, identifies customers who may exceed certain risk tolerances and shares meaningful performance data with our customers to help them improve. The team is also responsible for taking lender corrective action in the event we discover credit performance issues, such as high early payment default levels.

Portfolio Management. We have developed risk and capital allocation models to support our Mortgage Insurance business. These models provide comprehensive analytics that help us establish portfolio limits for product type, loan attributes, geographic concentrations and counterparties. We proactively monitor market concentrations across these and other attributes. We also identify, evaluate and negotiate potential transactions for terminating insurance risk and for distributing risk to third parties, including through reinsurance arrangements. As part of our portfolio management function, we monitor and analyze the performance of various risks in our mortgage insurance portfolio. We use this information to develop our mortgage credit risk and counterparty risk policies, and as a component of our default and prepayment analytics.

Credit Policy. We maintain mortgage-related credit risk policies that reflect our tolerance levels regarding counterparty, portfolio and operational risks. Based on our policies and risk tolerances, our credit policy function develops and updates our mortgage insurance eligibility requirements and guidelines through regular monitoring of competitor offerings, GSE programs and GSE guideline updates, customer input regarding lending needs, analysis of historical performance and portfolio trends, quality assurance results and underwriter experience and observations. The credit policy function works closely with our mortgage insurance underwriters to ensure that underwriting decisions align with risk tolerances and policies.

Quality Assurance. Our quality assurance function audits individual loan files to examine underwriting decisions for compliance with agreed-upon underwriting guidelines. These audits are conducted across loans submitted through our delegated and non-delegated underwriting channels in order to monitor underwriting quality for insurance certificates underwritten by our customers or our underwriters. We conduct independent re-verification of key mortgage insurance application data to minimize the possibility of misrepresentation. Our quality assurance team also conducts audits of our key operational functions, including claims, premium processing and customer care to ensure that our operational transactions are in compliance with our policies and procedures.

Loss Mitigation. We have a dedicated loss mitigation group that works with servicers to identify and pursue loss mitigation opportunities for loans in both our performing and non-performing portfolios. This includes regular surveillance and benchmarking of servicer performance with respect to default and loss mitigation workout reporting, borrower home retention efforts, foreclosure alternatives and foreclosure proceedings. Through our risk management function, we seek to hold servicers accountable for their performance and communicate to servicers identified best practices for servicer performance. See “Mortgage Insurance—Rescissions, Defaults and Claims—Claims Management” for more information.

Quantitative Analytics. Our quantitative analytics team uses various mathematical modeling methodologies, including artificial intelligence and machine learning, to assist our decision-making in key areas such as underwriting, pricing, claims, reserving, portfolio analysis, economic forecasting and risk distribution.

Risk Distribution. In our Mortgage Insurance business, we use reinsurance as a capital and risk management tool, including to lower the risk profile and financial volatility of our mortgage insurance portfolio through economic cycles. We have distributed risk through third-party quota share and excess-of-loss reinsurance arrangements, including through the capital markets using mortgage insurance-linked notes transactions. The objectives of our risk distribution strategy include: (i) supporting our overall capital plan by reducing our cost of capital, increasing capital efficiency and enhancing our projected returns on capital and (ii) reducing portfolio risk and financial volatility through economic cycles. For additional information regarding our reinsurance programs, see Note 8 of Notes to Consolidated Financial Statements.

Human Capital Management

We promote a company-wide commitment to support affordable, sustainable and equitable homeownership. This commitment, along with our support of our customers, our employees and the communities where we live and work, defines who we are as an enterprise and aligns with our core organizational values: Deliver the Brand Promise, Innovate for the Future, Create Shareholder Value, Our People are the Difference, Do What’s Right and Partner to Win.

We value our employees by supporting a healthy work-life balance and a team-oriented environment. We strive to offer competitive compensation and benefits programs as well as career development opportunities, while fostering a community where everyone feels included and empowered to do their best work and is encouraged to give back to their communities to

make a positive social impact. As of December 31, 2025, we had approximately 900 employees of Radian Group and its subsidiaries, including approximately 300 employees directly supporting our businesses held for sale. Our voluntary employee turnover rate has remained below 5.0% for each of 2025, 2024 and 2023.

Corporate Responsibility

Our approach to corporate responsibility rests on three core pillars: human capital management, stakeholder value and corporate citizenship. We prioritize excellence in human capital management by attracting and retaining talent through competitive compensation and benefits. We create sustainable, long-term stakeholder value through robust governance practices and strategic risk management. And, we promote responsible corporate citizenship by maintaining ethical operations, proactively complying with regulations, and contributing positively to our communities.

Our culture and comprehensive development programs are designed to support a high-performing, engaged workforce that drives innovation and adaptability. At Radian, we are committed to an inclusive workplace, as represented by our Employee Value Promise—We See You at Radian. We believe that an inclusive environment produces more creative solutions, results in more innovative products and services, and is crucial to our efforts to attract and retain key talent.

We have an employee council, the Executive Inclusion Council (“EIC”), that is sponsored by our CEO, led by senior management and comprised of leaders and employees from across the Company to advance the program and its efforts. In 2020, we created a framework for and launched Radian’s Employee Resource Group (“ERG”) program, which is an important aspect of Radian’s employee development and engagement efforts because it not only creates inclusive communities where employees feel supported, but it enriches our overall company culture. Radian currently has five active ERGs: TrueColors, which brings together our LGBTQIA+ employees and allies; Women Heard, as our women and women’s advocate group; Vibrant Crossroads, which highlights intersectionality and multiculturalism; Without Limits, which represents our commitment to Neurodiversity inclusion; and Radian Salutes, supporting veterans, military service members and military dependents. Each ERG is open to all employees.

We are committed to equitable pay practices. We perform our own internal analyses when making pay decisions, and we also regularly complete pay equity analyses in partnership with an external expert to provide an informed and objective review of our pay practices.

Compensation and Benefits Program

Our compensation programs are designed to attract, retain and reward talented individuals who possess the skills and capabilities necessary to support our business objectives, demonstrate our values, assist in the achievement of our strategic goals and create long-term value for our stockholders. We use a systematic approach to monitor market benchmarks as well as recognize employee performance, support career development, and ensure compensation is accurate, fair and reviewed regularly. Our compensation programs include base salary, annual incentive bonuses and, for certain employees, other performance-related cash incentives, such as commissions and long-term equity incentive awards.

Our annual short-term incentive or bonus program is approved by the Compensation and Human Capital Management Committee of our board of directors to incent achievement of our financial objectives and execution of our strategic plan. Individual employee goals are aligned to the financial and strategic objectives of the incentive program and considered, along with living our values and advancing our human capital management objectives, in determining each employee’s annual short-term incentive award as part of our employees’ performance evaluations.

In addition to our cash and equity compensation programs, we offer eligible employees comprehensive market competitive employee benefits to support their individual physical, mental and financial well-being. In addition, to support our employees and advance our mission to promote affordable, sustainable and equitable homeownership, we offer all eligible employees benefit reimbursements in our Radian mortgage insurance, title and agent referral programs via our homebuyer perks benefits program.

Talent Development and Employee Engagement

We invest in our people to provide opportunities for professional and career growth. Programs such as our talent development strategy, annual performance reviews, which are focused in part on living our company values, and succession planning are all important aspects of this investment. These processes help management identify and nurture top talent for

leadership opportunities and support the growth and development of knowledge and skills of our employees, managers and leaders.

To measure engagement and culture across the organization, we use employee experience surveys. In addition to our experience surveys, we typically use employee pulse surveys and focus groups to gather employee feedback. We communicate the results of these surveys to our employees and incorporate feedback into our human capital management strategies to be responsive to the needs and views of our employees. Our employee community-building program, Radian Connected, provides opportunities for employee engagement through informal learning opportunities, as well as social opportunities to network and build stronger working relationships.

Performance reviews are completed annually to ensure a focus on development of employees along with an assessment of performance and potential, which supports succession planning and informs development efforts across the company to ensure we are continuing to build a deep bench of talent within Radian.

Community Involvement

We understand the value of investing in the communities in which our employees live and work, which is why we continue to strengthen and grow our Corporate Citizenship Program. Since its inception, the program – through both company and employee contributions – has provided significant financial support to charities across the country. The program consists of three pillars: charitable contributions, matching gifts and community connection.

Charitable contributions include donations made by Radian to non-profit organizations, including direct corporate contributions and sponsorship of charitable events. In 2025, we provided financial support to community organizations through direct giving, sponsorships and fundraisers. This includes our multi-year commitment to support the Mortgage Bankers Association’s Opens Doors Foundation, Children’s Scholarship Fund of Philadelphia and Rebuilding Together Philadelphia. Our matching gifts program, which leverages a Workplace Giving Platform to simplify and strengthen our matching process, includes a charitable contribution made by Radian to non-profit organizations that reflect a donation made by an employee. In addition, to encourage employee participation in their communities, we support Dollars-for-Doers, a grant program that recognizes the time employees spend giving back to their communities by giving a charitable gift to the nonprofit of the employee’s choice after they complete 40 hours of service. We also sponsor and coordinate volunteer opportunities that enable employees to engage directly with community organizations throughout the year.

Inigo Acquisition

As previously announced, in the third quarter of 2025, we entered into a definitive agreement to acquire Inigo, a Lloyd’s specialty insurer, for $1.67 billion in a primarily all-cash transaction. Following receipt of regulatory and other required approvals, the transaction closed on February 2, 2026. Radian funded the acquisition from Radian Group’s available liquidity sources, including the Intercompany Note approved by the Pennsylvania Insurance Department. See Note 16 of Notes to Consolidated Financial Statements for more information.

This acquisition advances our strategic focus to grow and diversify. With this acquisition, Radian is expanding from a leading U.S. private mortgage insurer into a global, diversified multi-line specialty insurer.

Inigo was launched in 2021 by a highly regarded leadership team with decades of experience in the Lloyd’s market, including in senior roles at a large Lloyd’s insurer. Inigo underwrites specialty insurance and reinsurance business transacted at Lloyd’s through the broker intermediary market and, through its partnerships division, collaborates with select partners to expand access to the U.S. and other international markets. Its managing agency, Inigo Managing Agent Limited, manages Syndicate 1301, the underwriting capacity and capital for which has primarily been provided by Inigo Corporate Member Limited, a Lloyd’s corporate member. These London-based operations provide Inigo with access to Lloyd’s extensive distribution network and worldwide licenses.

Inigo is among the fastest growing Lloyd’s syndicates in the market while achieving attractive profitability and offers innovative data-driven specialty insurance solutions with a proven track record of excellent underwriting performance, serving some of the world’s largest commercial and industrial enterprises. Inigo’s specialty insurance and reinsurance lines of business, including property, casualty, financial lines and other specialty lines, are chosen for the complex nature of the risks faced by the insured. Inigo invests in client relationships, including by analyzing and gathering data, to understand the risks the customers face and to work with them to manage the risk and allow them to develop their businesses with confidence.

Regulation

Except as otherwise indicated regarding Inigo, the discussion below summarizes the material regulatory requirements applicable to Radian and the businesses it operated during 2025.

We are subject to comprehensive regulation by both federal and state regulatory authorities. Set forth below is a description of significant state and federal regulations as well as requirements of the GSEs that are applicable to our businesses. The descriptions below are summaries only and are qualified in their entirety by reference to the full text of the laws and regulations discussed. In “Item 1A. Risk Factors,” see “Our insurance subsidiaries are subject to comprehensive insurance regulations and other requirements, which we may fail to satisfy. Changes to existing regulation and supervisory standards, or failure to comply with them, could have a material adverse effect on our business, results of operations and financial condition.” and “Legislation and administrative and regulatory changes and interpretations could impact our businesses.”

State Regulation

Overview of State Insurance Regulation and Our Insurance Subsidiaries

Radian Guaranty, a direct wholly owned subsidiary of Radian Group, is authorized to write insurance as a monoline insurer in all 50 states, the District of Columbia and Guam, and is restricted by the laws of certain states to writing first-lien residential mortgage guaranty insurance (or in states where there is no specific authorization for mortgage guaranty insurance, the applicable line of insurance under which mortgage guaranty insurance is regulated). Radian Guaranty is our only mortgage insurance company eligible to provide first-loss mortgage insurance on GSE loans.

We also have the following mortgage insurance subsidiaries: Radian Insurance, a direct wholly owned subsidiary of Radian Group that is licensed in Pennsylvania and insures a small amount of second-lien mortgage loan risk written before the great financial crisis in 2008; and Radian Mortgage Assurance, a direct wholly owned subsidiary of Radian Group that is licensed in all 50 states and the District of Columbia, but which had no RIF as of December 31, 2025.

As part of our Title services business, we offer title insurance through Radian Title Insurance, which is an Ohio domiciled title insurance underwriter and settlement services company licensed to issue title insurance policies in 41 states and the District of Columbia. Radian Title Insurance is an indirect subsidiary of Radian Group and is wholly owned by Radian Title Services Inc.

We and our insurance subsidiaries are subject to comprehensive regulation by the insurance departments in the various states where they are licensed to transact business. Insurance laws vary from state to state, but they generally grant broad supervisory powers to agencies or officials to examine insurance companies and enforce rules or exercise discretion affecting almost every significant aspect of the insurance business. These regulations principally are designed for the protection of policyholders, rather than for the benefit of investors.

Insurance regulations address, among other things, the licensing of companies to transact business, claims handling, credit for reinsurance, premium rates and policy forms, sales and marketing activity, financial statements, periodic reporting, permissible investments and adherence to financial standards relating to surplus, dividends and other measures of solvency intended to assure the satisfaction of obligations to policyholders.

Our insurance subsidiaries’ premium rates and policy forms are generally subject to regulation in every state in which they are licensed to transact business. These regulations are intended to protect policyholders against excessive, inadequate or unfairly discriminatory rates and to encourage competition in the insurance marketplace. In most states where our insurance subsidiaries are licensed, premium rates and policy forms must be filed with the state insurance regulatory authority and, in some states, must also be approved before their use.

With respect to mortgage insurance, premium rates may be subject to actuarial justification, generally on the basis of the mortgage insurer’s loss experience, expenses and future projections. In addition, state regulators may assess rates to ensure that “similarly situated” customers are receiving similar rates without unjustifiable differentiation, and state regulators also may evaluate general default experience in the mortgage insurance industry in assessing the premium rates charged by mortgage insurers. In many states, the filed rating rules allow premiums charged to be modified within a certain range depending on various factors, including general mortgage market conditions, and rate modification characteristics relating to the risk being insured.

Title insurance premium rates and policy forms must be filed with state insurance regulatory authorities and, in some states, must also be approved before their use. Policy forms require approval to ensure that the coverage and exceptions conform to state insurance regulations. Premium rates subject to approval often must be supported by actuarial data or a study of the financial impact of the premium rate on the insurer. States also impose restrictions on title sales and marketing activity, either through regulations that are specific to title marketing or through broader state insurance licensing, anti-inducement and anti-rebating laws.

Each insurance subsidiary is required by the insurance regulatory authority of its state of domicile, and the insurance regulatory authority of each other jurisdiction in which it is licensed to transact business, to make various filings, including quarterly and annual financial statements prepared in accordance with SAP, with those authorities and with the NAIC. In addition, our insurance subsidiaries are subject to examination by the insurance regulatory authority of their state of domicile, as well as each of the states in which they are licensed to transact business.

Radian Group is an insurance holding company and our insurance subsidiaries are part of an insurance holding company system. As a result, Radian Group and its subsidiaries and affiliates are subject to the insurance holding company laws of Pennsylvania and Ohio because all of our mortgage insurance subsidiaries are domiciled in Pennsylvania and Radian Title Insurance is domiciled in Ohio. The insurance holding company laws regulate, among other things, certain transactions involving Radian Group and its insurance subsidiaries and affiliates.

The insurance holding company laws govern certain transactions involving Radian Group’s common stock, including transactions that constitute a “change of control” of Radian Group and, consequently, a change of control of its insurance subsidiaries. Specifically, no person may, directly or indirectly, seek to acquire control of Radian Group or any of its insurance subsidiaries unless that person receives prior approval after filing a statement and other documents with the relevant insurance department. A change in control involving Radian Group would require prior approval from both the Pennsylvania Insurance Department and Ohio Department of Insurance; and a change in control of any of our mortgage insurance subsidiaries or Radian Title Insurance would require prior approval from the Pennsylvania Insurance Department or Ohio Department of Insurance, respectively. Under Pennsylvania’s and Ohio’s insurance statutes, “control” is defined broadly. For instance, Pennsylvania’s statute provides that control is “presumed to exist if any person, directly or indirectly, owns, controls, holds with power to vote or holds proxies representing 10% or more” of the votes that all shareholders would be entitled to cast in the election of directors. For both Pennsylvania and Ohio, the statutes further define “control” as the “possession, direct or indirect, of the power to direct or cause the direction of the management and policies of” an insurer.

In addition, transactions between any one of our insurance subsidiaries and any Radian-affiliated entity are subject to certain conditions, including that they be “fair and reasonable.” These conditions generally apply to all persons controlling, or who are under common control with, Radian Group and its insurance subsidiaries. Certain transactions between our insurance subsidiaries and a Radian-affiliated entity may not be entered into unless the Pennsylvania Insurance Department or Ohio Department of Insurance, as applicable, is given prior notice and does not disapprove the transaction during the notice period.

Mortgage Insurance Capital Requirements and Dividends

Under state insurance regulations, Radian Guaranty is required to maintain minimum surplus levels and, in certain states, a Statutory RBC Requirement that is based on a maximum ratio of net RIF relative to statutory capital, or Risk-to-capital. The most common Statutory RBC Requirement is that a mortgage insurer’s Risk-to-capital may not exceed 25 to 1, while in certain other RBC States, Radian Guaranty must satisfy an MPP Requirement. As of December 31, 2025, Radian Guaranty’s Risk-to-capital was 10.3 to 1, and Radian Guaranty was in compliance with all applicable Statutory RBC Requirements. See Note 16 of Notes to Consolidated Financial Statements for more information on statutory capital requirements, including the NAIC’s approval in August 2023 of an amended Model Act for mortgage insurers that could be adopted through legislation in one or more states, and regardless of adoption, also could serve as the basis for how the NAIC updates the SAPs applicable to mortgage insurers. In “Item 1A. Risk Factors,” see “Our insurance subsidiaries are subject to comprehensive insurance regulations and other requirements, which we may fail to satisfy. Changes to existing regulation and supervisory standards, or failure to comply with them, could have a material adverse effect on our business, results of operations and financial condition.”

Mortgage insurance companies are required annually to set aside contingency reserves in their statutory financial statements in an amount equal to 50% of earned premiums. The contingency reserve, which is designed to be a reserve against catastrophic losses, has the effect of restricting dividends and other ordinary distributions by mortgage insurance companies because amounts set aside for contingency reserves cannot be released into unassigned surplus for a period of 10

years, except when loss ratios exceed 35% of the corresponding earned premiums, in which case the amount above 35% can be released under certain circumstances.

Under Pennsylvania’s insurance laws, dividends and other ordinary 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. While all proposed dividends and distributions to stockholders must be filed with the Pennsylvania Insurance Department prior to payment, if a Pennsylvania domiciled insurer has positive unassigned surplus, such insurer can pay dividends or other distributions during any 12-month period in an aggregate amount less than or equal to the greater of: (i) 10% of the preceding year-end statutory policyholders’ surplus or (ii) the preceding year’s statutory net income, in each case without the prior approval of the Pennsylvania Insurance Department.

Radian Guaranty had positive unassigned surplus of $223 million as of December 31, 2024, and continued to maintain positive unassigned surplus throughout 2025, ending the year with positive unassigned surplus of $346 million. As a result, Radian Guaranty had the ability to pay ordinary dividends throughout 2025, for a total of ordinary dividends paid to Radian Group of $595 million in cash and marketable securities in 2025.

Additionally, statutory accounting principles permit insurance companies with positive unassigned funds, such as Radian Guaranty, to return capital through distributions from paid in surplus, not just distributions as dividends from unassigned surplus. Under Pennsylvania insurance laws, an insurer must receive approval from the Pennsylvania Insurance Department to account for a distribution as a return of capital. Radian Guaranty sought and received such approval to treat its $200 million distribution to Radian Group in the first quarter of 2025 as a return of capital from paid in surplus.

Radian Guaranty expects to have the ability to continue paying ordinary dividends in 2026 and for the foreseeable future, subject to its obligations to comply with certain conditions required by the Pennsylvania Insurance Department while the Intercompany Note is outstanding, including, most notably, the requirement for Radian Guaranty to obtain prior approval from the Pennsylvania Insurance Department for all dividends paid by Radian Guaranty for the three-year period following December 29, 2025 (the date on which Radian Group and Radian Guaranty entered into the Intercompany Note), which three-year period Radian Guaranty may request to be reduced, or the Pennsylvania Insurance Department may, in certain circumstances, extend for up to five years. See Note 16 of Notes to Consolidated Financial Statements for additional information on contingency reserve requirements and statutory dividend restrictions.

Title Insurance Capital Requirements and Dividends

Radian Title Insurance is required to maintain Statutory Premium Reserves (“SPR”), calculated as a percentage of gross premiums collected. The SPR requirements are set by each state. The SPR is then recovered based on a release schedule, amortized over 20 years. In addition to the SPR, Radian Title Insurance is subject to periodic reviews of certain financial performance ratios by the regulators in the states in which it is licensed, and these regulators can impose capital requirements on Radian Title Insurance based on the results of those ratios.

Under Ohio’s insurance laws, dividends and other ordinary distributions may only be paid out of an insurer’s positive unassigned surplus unless the Ohio Department of Insurance approves the payment of dividends or other ordinary distributions from another source. While all proposed dividends and distributions to stockholders must be filed with the Ohio Department of Insurance prior to payment, if an Ohio domiciled insurer had positive unassigned surplus, such insurer can pay dividends or other distributions during any 12-month period in an aggregate amount less than or equal to the greater of: (i) 10% of the preceding year-end statutory policyholders’ surplus or (ii) the preceding year’s statutory net income, in each case without the prior approval of the Ohio Department of Insurance. Radian Title Insurance had negative unassigned surplus of $4 million and $7 million at December 31, 2025 and 2024, respectively, and therefore was unable to pay ordinary dividends in 2025 and is currently unable to pay dividends or other ordinary distributions in 2026 without prior approval from the Ohio Department of Insurance. In the fourth quarter of 2025, after receiving prior approval from the Ohio Department of Insurance, Radian Title Insurance distributed $35 million as a return of capital to Radian Group.

Other Businesses

In addition to our insurance subsidiaries, certain of our other subsidiaries are subject to regulation and oversight, including examination, by the states in which they conduct their businesses, including requirements to be licensed and/or registered in these states.

Our real estate brokerage business conducted through homegenius Real Estate provides services in all 50 states and the District of Columbia. This entity, together with its brokers, is required to hold licenses and conduct the brokerage business

in conformity with the applicable license laws and administrative regulations of the states in which they are conducting their business. As a licensed real estate brokerage, homegenius Real Estate receives residential real estate data from various multiple listing services (“MLS”) through agreements with these MLS providers, which it uses to broker real estate transactions and provide valuation products and services, pursuant to the terms of these agreements. These MLS agreements include restrictions on the permitted use of the MLS data obtained through these agreements and impose requirements on the business of real estate brokerages to maintain eligibility to continue to receive the MLS data. If these agreements were to be terminated or homegenius Real Estate otherwise were to lose access to this data, it could negatively impact homegenius Real Estate’s ability to conduct its business.

Radian Mortgage Capital is a mortgage conduit that is licensed and authorized to purchase, sell and service mortgage loans. Radian Mortgage Capital is a Freddie Mac approved seller/servicer, Fannie Mae approved seller/servicer and FHA approved non-supervised-investing lender. Radian Mortgage Capital is the master servicer for the mortgage loans held for sale in its portfolio (other than servicing retained loans that the originator/seller continues to service) and for loans it has sold to Freddie Mac and Fannie Mae, and has engaged a third-party subservicer to manage the day-to-day servicing operations for these loans. Radian Mortgage Capital, in its capacity as a master servicer, is subject to numerous state and federal laws that require it to maintain a program to monitor and oversee that the mortgage loans it acquires and sells are originated, serviced and enforced in compliance with applicable laws. The subservicer is therefore subject to Radian Mortgage Capital’s compliance oversight, which includes quality control reviews of services provided to ensure compliance with applicable state and federal laws. The mortgage loans that Radian Mortgage Capital purchases and holds are subject to many federal laws, including the Truth in Lending Act, Consumer Financial Protection Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, Fair Housing Act and RESPA. Failure to take steps to ensure that third-party servicers are appropriately servicing the loans we acquire could expose us to penalties or other claims or enforcement actions that could negatively impact our business prospects, results of operations and financial condition.

In addition, Radian Mortgage Capital and its employees are subject to licensing requirements under certain state laws. Radian Mortgage Capital and its employees hold all necessary entity-level and individual licenses that authorize it to buy, hold and sell residential mortgage loans and, in its capacity as master servicer, to hold MSRs in all states (except New York).

Radian Settlement Services Inc. and its subsidiaries provide title and escrow services, and these entities are required to hold licenses in the jurisdictions where they operate their business. Radian Settlement Services Inc. is domiciled and licensed in Pennsylvania as a resident title insurance agency and, together with its subsidiaries, is compliant with requirements to do business in 44 states and the District of Columbia.

Radian Valuation Services LLC is an appraisal management company, licensed in 49 states and the District of Columbia, that supports certain valuation services provided by homegenius Real Estate.

Information Security

The NYDFS has adopted cybersecurity regulations known as “Part 500” that apply to all financial institutions and insurance companies licensed under the New York Banking, Insurance and Financial Services Laws, including Radian Guaranty and certain of our other subsidiaries. The regulations, which were amended in November 2023, require covered entities to, among other things: establish a cybersecurity program; adopt a written cybersecurity policy; designate a Chief Information Security Officer responsible for implementing, overseeing and enforcing the cybersecurity program and policy; and have policies and procedures designed to ensure the security of information systems and non-public information accessible to, or held by, third parties, along with a variety of other requirements to protect the confidentiality, integrity and availability of information systems. The November 2023 amendments to Part 500 include enhanced governance requirements, stricter access and privilege controls, including multi-factor authentication, and additional notification, reporting and other requirements. The November 2023 amendments had staggered transition periods and became fully effective as of November 1, 2025.

In 2017, the NAIC issued an Insurance Data Security Model Law, which was modeled after Part 500, and which several states have adopted. The stated intention of that model law is that if a covered insurance company is compliant with Part 500, it also would be in compliance with the NAIC Insurance Data Security Model Law, although states that adopt the Data Security Model Law can impose their own unique requirements.

Privacy

The State of California has adopted the California Consumer Privacy Act (“CCPA”) that applies to any company that does business in California and meets certain threshold requirements. The CCPA applies to certain aspects of Radian’s business activities.

The CCPA imposes a privacy framework for covered businesses that collect, sell or disclose personal information of California residents. Companies subject to the CCPA are required to establish procedures to enable them to comply with a California resident’s data privacy rights, including by disclosing the privacy practices of the entity and responding to verified requests within prescribed time frames. The CCPA provides a private right of action for data breaches, including statutory or actual damages, and public enforcement by the California Attorney General for other violations.

On January 1, 2023, California adopted the California Privacy Rights Act (“CPRA”), which amended the CCPA to enhance certain of the privacy protections for California residents that were created by the CCPA. The enhancements include imposing additional compliance obligations for covered entities and removing certain exemptions previously available under the CCPA. While the California Attorney General retains civil enforcement authority, the CPRA also created the California Privacy Protection Agency to implement and enforce the law.

Since the adoption of the CCPA, 19 other states have passed consumer privacy laws similar to the CCPA and afford residents of those states a number of data privacy rights, while imposing obligations and requirements on companies doing business within those states. Additionally, many states have enacted privacy and information practices laws that apply to insurance companies doing business within those states.

We have policies and procedures in place to comply with the CCPA and other currently applicable state privacy laws.

Artificial Intelligence

There are emerging federal and state regulations and legislation that address the use of data and artificial intelligence (“AI”), including machine learning. There is a growing patchwork of current and proposed legal frameworks for regulation of AI development and deployment, with different jurisdictions adopting diverse regulatory approaches, thereby creating an inconsistent and uncertain legal environment.

The regulations and legislation generally focus on companies developing a governance and risk management framework to protect the privacy of individuals and protect them against discriminatory, inaccurate, non-transparent or otherwise unfair decisions. For example, Utah, Colorado and California have enacted legislation governing the development and/or use of AI systems and several other states are considering their own AI bills. In addition, the NYDFS, numerous state departments of insurance, Attorneys General and other state agencies have issued guidance addressing the risks of bias, discrimination and related AI governance concerns stemming from the use of AI generally or within specific industries, including the insurance industry.

On December 11, 2025, the White House issued an Executive Order titled “Ensuring a National Policy Framework for Artificial Intelligence” (the “AI Executive Order”), which challenges state-level regulations of artificial intelligence. The AI Executive Order seeks to establish a federal framework designed to preempt and challenge state artificial intelligence regulations that are deemed overly burdensome or inconsistent with current federal policy objectives. Key initiatives include: the creation of a Department of Justice task force to challenge state AI laws on the grounds that they unconstitutionally burden interstate commerce, are preempted by federal regulations, or are otherwise unlawful in the Attorney General’s judgment; a Department of Commerce review to identify state statutes that are deemed overly burdensome and conflict with federal policy; previously allocated federal broadband grants conditioned upon states refraining from enacting, or agreeing not to enforce, AI laws deemed onerous; a directive that the Federal Trade Commission (“FTC”) issue a policy statement classifying state-mandated bias mitigation as a deceptive trade practice; a call for the drafting of legislative recommendations for a uniform federal AI framework that would generally preempt conflicting state laws; and instruction to the Federal Communication Commission to consider establishing a federal reporting and disclosure standard for AI models that would supersede conflicting state requirements. While the ultimate impact and legal enforceability of the initiatives described in the AI Executive Order are unclear, it introduces legal uncertainty for existing and proposed state AI laws and regulations.

We expect federal and state legislatures and regulators to maintain a heightened focus on AI and promulgate new legislation and regulations, all of which could impact our businesses and those of our customers.

Federal Regulation

GSE Requirements for Mortgage Insurance Eligibility

As the largest purchasers of conventional mortgage loans, and therefore the main beneficiaries of private mortgage insurance, the GSEs impose eligibility requirements that private mortgage insurers must satisfy to be approved to insure loans purchased by the GSEs. The PMIERs aim to ensure that approved insurers will possess the financial and operational capacity to serve as strong counterparties to the GSEs throughout various market conditions. The PMIERs are comprehensive, covering virtually all aspects of the business and operations of a private mortgage insurer of GSE loans, including internal risk management and quality controls, the relationship between the GSEs and the approved insurer and the approved insurer’s financial condition. The PMIERs contain extensive requirements related to the conduct and operations of our Mortgage Insurance business, including operational requirements in areas such as claim processing, loss mitigation, document retention, underwriting, quality control, reporting and monitoring, among others. Radian Guaranty currently is an approved mortgage insurer under the PMIERs. The GSEs have significant discretion under the PMIERs, which they may amend at any time. As discussed below, the GSEs most recently issued updates to the PMIERs in August 2024, and we expect the GSEs to continue to update the PMIERs in the future as they may deem necessary.

Under the PMIERs’ financial requirements, a mortgage insurer’s Available Assets must meet or exceed its Minimum Required Assets. The PMIERs’ financial requirements include increased financial requirements for defaulted loans (as further discussed below), as well as for performing loans with a higher likelihood of default and/or certain credit characteristics, such as higher LTVs or lower FICO credit scores. In addition, the current PMIERs financial requirements also impose limitations on the credit that is granted for certain Available Assets. The PMIERs also prohibit Radian Guaranty from engaging in certain activities such as insuring loans originated or serviced by an affiliate (except under certain circumstances) and require Radian Guaranty to obtain the prior consent of the GSEs before taking many actions, which may include, among other things, entering into various intercompany agreements, settling loss mitigation disputes with customers and commuting risk.

The GSEs frequently evaluate the PMIERs for interim changes to address various specific matters. In August 2024, the GSEs issued updates to the PMIERs (“PMIERs Updates”) that refine the standards for Available Assets under the PMIERs, which include the most liquid assets of a mortgage insurer available to pay claims. While the PMIERs do not prohibit a mortgage insurer from holding any type of assets, the PMIERs Updates further limit the Available Asset credit that mortgage insurers receive under the PMIERs for certain asset types based on several factors, including, among others, asset class and credit rating. Under the PMIERs Updates, the impact of reductions in Available Asset credit resulting from the changes is being phased-in over a two-year period, with 25% and 50% of the calculated adjustment implemented as of March 31, 2025, and September 30, 2025, respectively, and 75% and 100% to be implemented as of March 31, 2026, and September 30, 2026, respectively. The PMIERs Updates have not had and, once fully implemented, are not expected to have a material impact on Radian Guaranty’s capital position, its PMIERs Cushion or its investment portfolio asset allocation strategy.

With respect to defaulted loans, the PMIERs recognize that loans that have become non-performing as a result of a FEMA Declared Major Disaster eligible for individual assistance (e.g., due to a natural disaster) generally have a higher likelihood of curing following the conclusion of the event, and therefore apply a haircut to reduce the Minimum Required Asset factor for these loans for a period of time, subject to certain limitations.

As part of our capital and risk management activities, including to manage Radian Guaranty’s capital position under the PMIERs financial requirements, we have distributed risk through third-party quota share and excess-of-loss reinsurance arrangements, including through the capital markets using mortgage insurance-linked notes transactions. The initial and ongoing credit that we receive under the PMIERs financial requirements for these risk distribution transactions is subject to the periodic review of the GSEs.

See “Housing Finance Reform and the GSEs’ Business Practices” below for additional information that could impact the PMIERs. In “Item 1A. Risk Factors,” see “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” and “Changes in the charters, business practices or role of the GSEs in the U.S. housing finance market generally, could significantly impact our Mortgage Insurance business.”

GSE Requirements for Selling Loans to the GSEs

Radian Mortgage Capital is required to maintain specified levels of capital and meet various operational requirements and standards to be approved to sell loans to the GSEs and service such loans on their behalf. The capital requirements are

generally tied to the unpaid balances of loans included in Radian Mortgage Capital’s servicing portfolio or loan production volume. Noncompliance with these requirements can result in various remedial actions up to, and including, the applicable GSE’s revocation of Radian Mortgage Capital’s ability to sell loans to it and service loans on its behalf. Radian Mortgage Capital is an approved seller/servicer for both Freddie Mac and Fannie Mae.

Housing Finance Reform and the GSEs’ Business Practices

Legislative Reform

The federal government plays a significant role in the U.S. housing finance system through, among other things, the involvement of the FHFA and GSEs, HUD, the FHA and the VA. The GSEs’ charters, which can only be altered by federal legislation, generally prohibit them from buying low down payment mortgage loans without certain forms of credit enhancement, the most common form of which has been private mortgage insurance.

Since the FHFA was appointed as conservator of the GSEs in September 2008, there have been a wide range of legislative proposals to reform the U.S. housing finance market, including proposals for GSE reform. While many legislative proposals have been debated and occasionally advanced through various legislative procedures, no reform proposal has reached an advanced legislative stage. As a consequence, most reform-related actions with respect to the housing finance system have occurred administratively through regulatory actions. In “Item 1A. Risk Factors,” see “Changes in the charters, business practices or role of the GSEs in the U.S. housing finance market generally, could significantly impact our Mortgage Insurance business.”

Administrative Reform

The executive branch of the federal government (the “Administration”), generally through its departments and regulatory agencies, offers perspectives on the future of housing finance in the U.S., including objectives for future strategic direction and areas of focus. As a result, a change in Administrations can significantly alter the strategic direction of housing finance in the U.S.

Among other departments and agencies, the FHFA, HUD, the U.S. Department of the Treasury (the “Treasury”) and the CFPB impact housing finance. Given that the Director of the FHFA is removable by the President at will, the agency’s agenda and its policies and actions are influenced by the Administration in place at any given time, making it likely that the direction of the FHFA and its oversight over the GSEs will be impacted by elections and goals of the Administration in office at the time. The current Administration has taken a less formal approach to rolling out policy announcements that includes use of social media posts and other channels that may not adhere to previous processes and procedures or include all details of a proposal at the time of the announcement. Given this approach, at the time of announcement, there could be more uncertainty about whether and how a policy or proposal will be implemented and its potential impact.

Senior Preferred Stock Purchase Agreements. The Treasury currently owns the preferred stock of the GSEs pursuant to the terms of Senior Preferred Stock Purchase Agreements (“PSPAs”), and therefore, has significant influence over the future status and direction of the GSEs.

In January 2021, the PSPAs were amended to, among other things, increase the amount of capital each GSE may retain. The January 2021 PSPA amendments also: (i) restricted the GSEs’ acquisition of higher-risk single-family mortgage loans, including in particular the acquisition of investor loans and single-family mortgage loans with two or more higher risk characteristics (i.e., LTVs greater than 90%, debt-to-income ratios greater than 45% and FICO credit scores less than 680) to levels in place at that time and (ii) further restricted the quality of loans that may be purchased by the GSEs by limiting the GSEs’ purchases to, among other enumerated types, loans that meet the QM definition. In September 2021, Treasury and the FHFA agreed to suspend the limitations on GSE purchases of loans deemed higher risk that were set forth in the January 2021 amendments to the PSPAs, and in January 2025, among other items, the PSPAs were further amended to eliminate these limitations on higher-risk loans. It is uncertain whether or how the current Administration may further amend the PSPAs, including whether it will act to reinstate the previously imposed limitations or impose other limitations.

Recapitalization and Release of GSEs from Conservatorship. Under the first Trump Administration, the FHFA explored, and took certain actions directed towards, the potential future release of the GSEs from conservatorship. Among others, these actions increased the amount of capital the GSEs are allowed to retain and limited the credit risk that the GSEs could acquire, as discussed above under “Senior Preferred Stock Purchase Agreements.”

While it remains uncertain if, when and how the GSEs might be released from conservatorship, actions taken in pursuit of this objective, including a potential initial public offering of GSE stock, could impact the business and operations of the GSEs, and as a result, could impact our Mortgage Insurance business.

New Products. In December 2022, the FHFA released a final rule regarding the process for how it will consider and approve new GSE activities and products. Among other things, the rule redefines the criteria for determining what constitutes a new activity that requires prior notice to the FHFA and for determining whether the activity constitutes a “new product” that requires public notice and comment. The final rule provides increased transparency by requiring the FHFA to publish the outcome of their review of new product and activity submissions by the GSEs. Given the size and market influence of the GSEs, this rule is generally viewed as important to ensure that, as specified in their charters, the GSEs are not otherwise encroaching on areas that may be more appropriately served by private capital.

Several pilots have been initiated pursuant to the new process described above, which include:

In January 2024, Freddie Mac launched a pilot repurchase program that allows lenders to pay a fee based on their quality control defect rate and sample size in lieu of repurchasing loans with underwriting defects. The FHFA recently announced an expansion of Freddie Mac’s repurchase pilot to lenders nationwide beginning in the first quarter of 2025. All lenders who opt in will have the option of updating their participation status on an annual basis. The Freddie Mac repurchase alternative does not amend Radian Guaranty’s right to rescind insurance coverage for underwriting defects and misrepresentation under our Master Policy.
In June 2024, following a comment and review period, the FHFA announced the conditional approval of Freddie Mac’s proposed Closed-End Second Lien Pilot that provides an alternative to cash-out refinancing by allowing borrowers with a low-interest-rate Freddie Mac mortgage to keep their existing mortgage and add a second without refinancing the first.

It is difficult to predict what types of new products and activities may be proposed by the GSEs or the FHFA in the future and, if applicable, whether they may be approved by the FHFA, including programs that may provide an alternative to traditional private mortgage insurance. For example, if any existing or future credit risk transfer transactions and structures were to displace primary loan level or standard levels of mortgage insurance, the amount of mortgage insurance we write may be reduced, which could negatively impact our franchise value, results of operations and financial condition. In “Item 1A. Risk Factors,” see “Changes in the charters, business practices or role of the GSEs in the U.S. housing finance market generally, could significantly impact our Mortgage Insurance business.”

Other Changes in Business Practices

GSE Valuation Modernization. In October 2024, the FHFA announced the expansion of eligibility for appraisal waivers for home purchase transactions, which includes loans up to 90% LTV for full waivers and up to 97% LTV for waivers with a property data report. A property data report consists of a visual observation of the interior and exterior areas of the subject property. Previously, appraisal waivers for purchase transactions were only available for loans with an LTV of 80% or less. For rate-and-term refinance transactions, the LTV maximum for appraisal waivers remains at 90% LTV. The GSEs implemented this expansion during the first quarter of 2025 and Radian Guaranty has aligned its standards to these new GSE appraisal waiver requirements.

Credit Score Models. In October 2022, the FHFA announced that as part of a multi-year effort, the GSEs intended to replace their use of Classic FICO credit scores with FICO 10T and VantageScore 4.0 credit scores, which are intended to improve accuracy by capturing additional payment histories for borrowers when available, such as rent, utilities and telecom payments. On July 8, 2025, FHFA announced that the GSEs will allow lenders to use a credit score generated by either the Classic FICO model or the VantageScore 4.0 model. As a mortgage insurer, Radian Guaranty uses credit scores in several areas of its operations and adoption of the new credit scores requires planning and analysis to, among other things, understand how these scores calibrate to Radian Guaranty’s credit risk models. Radian is continuing to evaluate the impact of this most recent announcement, and while we expect there to be operational impacts, we do not expect it to have a material impact on our results of operations or financial condition.

In “Item 1A. Risk Factors,” see “Changes in the charters, business practices or role of the GSEs in the U.S. housing finance market generally, could significantly impact our Mortgage Insurance business.”

Disaster Relief. The GSEs’ servicing policies include guidelines for evaluating and servicing loans impacted by a natural disaster in regions that are declared a FEMA Designated Area. The guidelines are intended to allow for flexibility in managing impacted properties and providing individual assistance to borrowers facing damage due to a disaster, including potential loan

modifications, payment deferral or forbearance plans depending on the severity of damage and borrower circumstances. If a borrower faces a delinquency due to a disaster-related hardship, both Fannie Mae and Freddie Mac require servicers to evaluate the borrower for various workout options, prioritizing retention options like disaster-related forbearance or payment deferrals. For both GSEs, a disaster-related forbearance of up to a maximum of 12 months is generally permitted, depending on a number of factors, including the delinquency status of the loan at the time of the disaster. At the conclusion of any applicable forbearance term, a borrower may either bring the borrower’s loan current, defer any missed payments until the end of their loan, or the loan can be modified through a change in the mortgage payments and/or an extension of the mortgage term. In our Mortgage Insurance business, we have generally seen forbearance plans used for loans in FEMA Designated Areas impacted by a natural disaster with forbearance limited to 12 months.

HUD/FHA/VA

Private mortgage insurance competes for a share of the insurable mortgage market with the single-family mortgage insurance programs of the FHA, including on the basis of loan limits, pricing, credit guidelines, terms of insurance policies and loss mitigation practices. To a lesser extent, private mortgage insurance also competes with the loan insurance programs of the Department of Veteran Affairs, although almost all of VA insured loans are issued without down payment, and therefore, would be ineligible for private mortgage insurance.

In March 2023, the FHA reduced its annual mortgage insurance premium by 0.30% for most new borrowers. While this pricing change did not have a material impact on our business volumes, the FHA could institute pricing changes in the future, including additional changes to its annual premiums, a reduction in its upfront premiums and/or the elimination of the life-of-loan premium requirement for FHA insured loans. The potential for future pricing changes could be influenced by the financial strength of the FHA’s Mutual Mortgage Insurance (“MMI”) Fund. As last reported in December 2025, the FHA’s MMI Fund had a combined capital ratio for fiscal year 2025 of 11.47%, above the 2% ratio that the FHA is required to maintain. It is uncertain if the FHA may pursue future pricing or other actions and what form they may take; however, any change that would improve FHA execution compared to execution through the GSEs with private mortgage insurance could negatively impact our NIW volume.

The Dodd-Frank Act

The Dodd-Frank Act mandates significant rulemaking by several regulatory agencies to implement its provisions. It established the CFPB to regulate the offering and provision of consumer financial products and services under federal law, including residential mortgages and settlement services, and transferred authority to the CFPB to enforce many existing consumer-related federal laws, including the Truth in Lending Act, RESPA and prohibitions on Unfair, Deceptive, or Abusive Acts or Practices. A number of these laws apply to products and services provided by us and our affiliates.

Qualified Mortgage Requirements—Ability to Repay Rule

The CFPB’s rules implementing laws that require mortgage lenders to make ability-to-pay determinations before extending credit impact the characteristics of loans being originated and the volume of loans available to be insured.

The Ability to Repay Rule requires mortgage lenders to make a reasonable and good faith determination that, at the time a loan is consummated, the consumer has a reasonable ability to repay the loan. The Dodd-Frank Act provides that a creditor may presume that a borrower will be able to repay a loan if the loan has certain low-risk characteristics that meet the definition of a qualified mortgage, or QM (“QM Rule”). This QM presumption is generally rebuttable, however, loans that are deemed to have the lowest risk profiles are granted a safe harbor from liability (“QM Safe Harbor”) related to the borrower’s ability to repay the loan.

Pursuant to the CFPB’s QM Rule, a loan generally achieves QM status if certain requirements and underwriting considerations are met and the loan is priced at no greater than 2.25% above the Average Prime Offer Rate (“APOR”). Loans priced at or less than 1.5% above APOR are subject to the QM Safe Harbor, and all other QM loans receive the general rebuttable presumption that the loans met the ability to repay standard.

Separately, the CFPB created another QM definition (“Seasoned QM”) for first-lien, fixed-rate loans that meet certain performance requirements over a 36-month seasoning period and are held in the lender’s portfolio until the end of the seasoning period.

The QM Rule requires that points and fees paid at or prior to closing cannot exceed 3% of the total loan amount, with higher points and fees thresholds provided for loan amounts below a certain threshold. Any private mortgage insurance premiums paid by the borrower at or before the time of loan closing (other than monthly or annual premiums) must be applied

toward the 3% points and fee calculation with the exception of premiums that are automatically refundable on a pro-rata basis upon loan satisfaction, in which case only the amount that exceeds the FHA upfront mortgage insurance premium must be included in the points and fees calculation. There are no similar restrictions on the points and fees associated with FHA premium, and thus FHA may have a market advantage when the upfront private mortgage insurance premium is not refundable on a pro-rata basis or exceeds the FHA upfront mortgage insurance premium.

The Dodd-Frank Act also granted the FHA, VA and U.S. Department of Agriculture flexibility to establish their own QM definitions for their insurance guaranty programs. Both the FHA and VA have created their own definitions of qualified mortgages that differ from the CFPB definition for QM loans. For example, the FHA’s QM Safe Harbor definition currently applies to loans priced at or less than APOR plus the sum of 1.15% and the FHA’s annual mortgage insurance premium rate, which is effectively broader than the QM Safe Harbor adopted under the CFPB rules. These alternate definitions of qualified mortgages are more favorable to lenders and mortgage holders than the CFPB’s rules that apply to loans purchased by the GSEs and could provide for more favorable execution for FHA insured loans compared to loans insured with private mortgage insurance.

For more information regarding the General QM Definition and the risks it may present for us, in “Item 1A. Risk Factors,” see “A decrease in the volume of mortgage originations could result in fewer opportunities for us to write new mortgage insurance business.”

Qualified Residential Mortgage Regulations—Securitization Risk Retention Requirements

The Dodd-Frank Act requires the securitizers of loans to retain at least 5% of the credit risk associated with mortgage loans that they transfer, sell or convey in the securitization, unless the mortgage loans are qualified residential mortgages (“QRMs”) or are insured by the FHA, another federal agency or are backed by the GSEs while in conservatorship (the “QRM Rule”). Under applicable federal regulations, a QRM is generally defined as a mortgage meeting the requirements of a qualified mortgage under the CFPB’s QM Rule described above. For securitizations that include mortgage loans that are not QRMs, securitizers are required to retain at least a 5% first-loss position, or a 5% pro rata share of all securities issued or a combination of a first-loss position and pro rata share for up to seven years. If Radian Mortgage Capital were to conduct securitizations that include mortgage loans that are not QRMs, its non-QRM securitizations would be subject to risk retention requirements.

RESPA

Settlement service providers in connection with the origination or refinance of a federally regulated mortgage loan are subject to RESPA and Regulation X. RESPA authorizes the CFPB, the U.S. Department of Justice, state attorneys general and state insurance commissioners to bring civil enforcement actions, and also provides for criminal penalties and private rights of action.

Mortgage insurance, title insurance, brokerage services and other products and services provided by Radian’s affiliates are considered settlement services for purposes of RESPA. The anti-referral fee and anti-kickback provisions of Section 8 of RESPA generally provide, among other things, that settlement service providers are prohibited from paying or accepting anything of value in connection with the referral of a settlement service or sharing in fees for those services. RESPA also prohibits requiring the use of an affiliate for settlement services and requires certain information to be disclosed if an affiliate is used to provide the settlement services.

RESPA also establishes a number of mortgage loan servicing requirements. Radian Mortgage Capital currently acts as a master servicer for the mortgage loans held for sale in its portfolio (other than servicing retained loans that the originator/seller continues to service) and loans it has sold to Freddie Mac, and in this role, oversees a subservicer that performs the day-to-day servicing for these conduit loans. As master servicer, Radian Mortgage Capital is subject to the mortgage loan servicing requirements under RESPA, including those relating to servicing transfers, responding to consumer information requests, resolution of notices of error, force-placed insurance, early intervention and continuity of contact with delinquent borrowers, loss mitigation, general servicing policies and procedures, escrow account maintenance and service provider oversight.

The Secure and Fair Enforcement for Mortgage Licensing Act (“SAFE Act”)

While we do not originate mortgage loans, our subsidiary Radian Mortgage Capital is subject to the state law requirements enacted pursuant to the SAFE Act, based on our Mortgage Conduit activities.

The SAFE Act is a federal law that requires all states to enact laws that require individuals and entities engaging in mortgage loan origination activity to be licensed or registered if they intend to offer mortgage loan products. These licensing requirements include enrollment in the Nationwide Mortgage Licensing System (“NMLS”), application to state regulators and, for individual licensees, the completion of pre-licensing and annual education and testing. States are responsible for implementing the requirements of the SAFE Act and must adopt standards that meet or exceed the federal requirements.

Mortgage Insurance Cancellation

The HPA imposes certain cancellation and termination requirements for borrower-paid private mortgage insurance with respect to “residential mortgage transactions” as defined in the HPA. Provided that certain conditions are satisfied, the HPA generally provides that borrower-paid private mortgage insurance may be canceled at the request of the borrower once the principal balance of the mortgage is first scheduled to reach 80% of the home’s original value based on the loan’s initial amortization schedule, or reaches 80% of the home’s original value based on actual payments.

In addition, provided that certain conditions are satisfied, the HPA also generally provides that borrower-paid private mortgage insurance is subject to servicer-initiated automatic termination once the principal balance of the mortgage is first scheduled to reach 78% of the home’s original value based on the loan’s initial amortization schedule (or, if the loan is not current on that date, on the date that the loan becomes current). The HPA further provides that borrower-paid private mortgage insurance on most loans is subject to final termination following the date that is the midpoint of the loan’s amortization period (or, if the loan is not current on that date, on the date that the loan becomes current).

The HPA also provides that, in general, within 45 days after termination or cancellation of a borrower-paid private mortgage insurance policy in accordance with the requirements of the relevant section of the HPA, all remaining unearned premiums for private mortgage insurance must be returned to the borrower by the servicer, and that within 30 days after notification by the servicer, a mortgage insurer that is in possession of any unearned premiums of the borrower must transfer to the servicer an amount equal to the amount of unearned premiums for repayment.

The HPA also establishes special rules for the termination of private mortgage insurance in connection with loans that are “high risk.” The HPA does not define “high risk” loans but leaves that determination to the GSEs for loans they purchase, and to lenders for any other loan. For “high risk” loans originated in excess of conforming loan limits, provided that certain conditions are satisfied, the servicer is required to initiate termination once the principal balance of the mortgage is first scheduled to reach 77% of the home’s original value based on the loan’s initial amortization schedule.

Although not provided in the HPA, the GSEs’ guidelines also currently provide that when certain conditions are satisfied, borrowers can request cancellation of borrower-paid mortgage insurance for most loans when the LTV, based upon the current value of the home, is either 75% or less or 80% or less, depending on the seasoning of the loan and other factors. The GSEs may change these guidelines in the future, including by expanding their mortgage insurance cancellation requirements, which could negatively impact our businesses. In “Item 1A. Risk Factors,” see “Changes in the charters, business practices or role of the GSEs in the U.S. housing finance market generally, could significantly impact our mortgage insurance business” and “Our Mortgage Insurance business faces competition and changes in the competitive environment that could negatively impact our franchise value.”

The Fair Credit Reporting Act (the “FCRA”)

The FCRA imposes restrictions on the permissible use of credit report information and disclosures that must be made to consumers when information from their credit reports is used. The FCRA has been interpreted by the Federal Trade Commission to require mortgage insurance companies to provide “adverse action” notices to consumers under the “insurance prong” of FCRA in the event an application for mortgage insurance is declined or a higher premium is charged based on the use, wholly or partly, of information contained in the consumer’s credit report.

Privacy and Information Security

In the ordinary course of our operations, we, and certain of our subsidiaries, maintain large amounts of confidential information, including non-public personal information on consumers and our employees. We and our customers are subject to a variety of privacy and information security laws and regulations. The Gramm-Leach-Bliley Act of 1999 (the “GLBA”), which consists of both a Privacy Rule and a Safeguards Rule, imposes privacy and security requirements on financial institutions, including obligations to protect and safeguard consumers’ non-public personal information and records, and limitations on the use, re-use and sharing of such information. The GLBA is enforced by state regulators and by federal regulatory agencies.

In June 2023, the Federal Trade Commission implemented several delayed amendments to the GLBA Safeguards Rule. The amended Safeguards Rule includes, among other things, additional requirements for risk assessments and access controls, such as multifactor authentication, as well as enhanced data inventory, classification and disposal practices. Also, in November 2023, the FTC published additional amendments to the Safeguards Rule to add cyber event notification requirements, which became effective in May 2024.

In addition, many states have enacted privacy and data security laws that impose compliance obligations beyond the GLBA, such as: requiring notification in the event that a security breach results in a reasonable belief that unauthorized persons may have obtained access to consumer non-public personal information; imposing additional restrictions on the sharing and use of consumers’ personal information; affording consumers new rights of access, correction and deletion of their personal information and rights to appeal; imposing affirmative consent and/or opt out requirements for targeted advertising and other activities; and creating new private rights of action for data breaches. See “State Regulation—Privacy” above.

Federal and state agencies continue to focus on compliance obligations related to privacy, data security and cybersecurity. The CFPB, NYDFS, Federal Trade Commission, Office of the Comptroller of the Currency and non-governmental regulatory agencies, such as the Financial Industry Regulatory Authority, continue focusing on enforcement efforts designed to monitor and regulate the protection of personal consumer data, including with respect to: the development and delivery of financial products and services; underwriting; mortgage servicing; credit reporting; digital payment systems; and vendor management. For information regarding the NYDFS’ cybersecurity regulations and the CCPA, under “State Regulation” above, see “Information Security” and “Privacy.”

Fair Lending and Fair Servicing

The federal Fair Housing Act, part of the Civil Rights Act of 1968, makes it unlawful: (i) for any person whose business includes engaging in residential real estate-related transactions to discriminate in housing-related lending activities against any person on a prohibited basis, such as race, national origin, familial status, sex, disability or religion or (ii) for any person to discriminate in the sale or rental of housing “or in the provision of services or facilities in connection therewith,” to any person because of a prohibited basis.

Similarly, the Equal Credit Opportunity Act (“ECOA”) and Regulation B under ECOA make it unlawful for a creditor to discriminate in any aspect of a credit transaction against an applicant on a prohibited basis during any aspect of a consumer or business credit transaction or make any oral or written statement to applicants or prospective applicants that would discourage on a prohibited basis a reasonable person from making or pursuing an application for credit.

These laws seek to address discrimination in lending and other housing-related activity by prohibiting discrimination that is intentional. Under the current Regulation B, these laws also seek to address discrimination where a facially neutral policy or practice has a “disparate impact” that disproportionately excludes or burdens persons on a prohibited basis, unless the activity is necessary to address a substantial, legitimate, nondiscriminatory business interest and there is no less discriminatory alternative that would achieve the same legitimate objective. In April 2025, the Administration issued Executive Order 14281 providing that it is the policy of the United States to eliminate the use of disparate-impact liability in all contexts to the maximum degree possible. In November 2025, the CFPB issued a proposed rule for public comment that would amend Regulation B by, among other things, eliminating the use of disparate impact to determine whether there is discrimination under ECOA, and clarifying that ECOA does not prohibit facially neutral policies unless they are designed or applied with the intention of advantaging or disadvantaging individuals based on protected characteristics.

As a provider of products and services that support residential real estate transactions and the mortgage production and financing process, fair lending and servicing laws may impact the way we deliver or conduct our products and services, including in response to our lender customers’ requirements.

Federal Consumer Protection Laws

As certain of our current and potential future business activities are directed at consumers or affect the provision of real estate and mortgage-related services provided to consumers by others, we may be subject to certain federal consumer protection laws, in addition to those referenced above. In addition to the laws and regulations discussed elsewhere in this Regulation section, these laws may include:

The Truth in Lending Act and Regulation Z, requiring disclosures of mortgage loan costs and other notices to consumers, prohibiting certain compensation to loan originators, steering and other loan origination practices,
establishing a number of requirements for mortgage servicers and imposing requirements on loan owners for loan ownership transfers;
The Fair Debt Collection Practices Act, regulating debt collection communications and other activities;
Prohibition on Unfair, Deceptive or Abusive Acts or Practices, prohibiting unfair, deceptive or abusive acts or practices in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service;
CAN-SPAM Act, regulating commercial and marketing email, including the right of recipients to have the sender stop sending emails;
The Telephone Consumer Protection Act and Do Not Call regulations, regulating and restricting certain marketing-related phone calls, text messages and facsimiles; and
Electronic Signatures in Global and National Commerce Act (E-Sign Act), allowing the use of electronic records to satisfy requirements that must be provided in writing if the consumer has affirmatively consented.

We may also be required to comply with state laws similar to these federal consumer protection laws to the extent applicable to our businesses.

Basel III

Over the past few decades, the Basel Committee on Banking Supervision has established international benchmarks for assessing banks’ capital adequacy requirements (“Basel III”). Included within those benchmarks are capital standards related to residential lending and securitization activity and, importantly for private mortgage insurers, the capital treatment of mortgage insurance on those loans. These benchmarks are then interpreted and implemented via rulemaking by U.S. banking regulators.

In July 2023, the U.S. federal banking agencies published a notice of proposed rulemaking (“NPR”) to implement the final components of Basel III (“Basel III Endgame”). The proposal covers risk-weighted asset calculations for credit, market, credit valuation adjustment and operational risks, and would have greatly increased the capital requirements for all banking organizations with $100 billion or more in total consolidated assets and their subsidiary depositary institutions. As proposed, the NPR would adjust risk weights for low down payment loans that are held in a bank’s portfolio, generally increasing the risk weights for higher LTV loans without taking into account credit enhancement, such as private mortgage insurance, on those loans in determining the risk weighting. As proposed, the NPR could result in an overall reduction in mortgage loan origination and loan purchase and sale volumes, and increased borrowing costs for loan borrowers and mortgage industry participants.

The NPR was heavily criticized and debated, and banking regulators plan to issue a new notice of proposed rulemaking in 2026. It is not possible to predict whether a new notice of proposed rulemaking will be issued and, if so, in what form or whether it will become effective.

Regulation of Inigo

The discussion below summarizes certain material regulatory requirements applicable to Inigo and its subsidiaries.

U.K. Regulation and Lloyd’s of London

Overview of U.K. Regulation and Lloyd’s of London and Inigo and its Subsidiaries

In the U.K., under the Financial Services and Markets Act 2000 (“FSMA”), no person may carry on a regulated activity unless authorized or exempt. Effecting or intermediating contracts of insurance or reinsurance are regulated activities requiring authorization. Effecting contracts of insurance requires authorization by the PRA and is regulated by the Financial Conduct Authority (“FCA”). Intermediating contracts of insurance (for example, arranging contracts of insurance or making arrangements with a view to contracts of insurance being concluded) requires authorization by the FCA.

Under the Financial Services Act 2012, the FCA is the conduct regulator for all U.K. financial services firms carrying on regulated activity in the U.K., while the PRA is the prudential regulator for U.K. banks, building societies, credit unions, insurers and major investment firms. As a prudential regulator, the PRA’s general objective is to promote the safety and soundness of

the firms it regulates and to secure an appropriate degree of protection for policyholders. The PRA rules require financial firms to hold sufficient capital and have adequate risk controls in place.

The FCA’s statutory strategic objective is to ensure that relevant markets function well and have operational objectives to protect consumers and financial markets and to promote competition. Its rules cover how firms must be managed and impose requirements relating to the firm’s systems and controls, how business must be conducted and the firm’s arrangements to manage financial crime risk. Following the implementation of the Financial Services and Markets Act 2023 (“FSMA 2023”), the PRA and the FCA have a secondary objective to facilitate the international competitiveness of the U.K. economy and its medium to long-term growth, subject to alignment with relevant international standards. The PRA and the FCA require regular and ad hoc reporting and monitor compliance with their respective rule books through a variety of means, including collection of data, industry reviews and site visits.

Lloyd’s is a society of corporate and individual members that underwrite insurance and reinsurance as members of syndicates. A syndicate is made up of one or more members that form a group to accept insurance and reinsurance risks. Each syndicate is managed by a managing agent that writes insurance business on behalf of the members of the syndicate. Syndicate members receive profits or bear losses in proportion to their respective shares in the syndicate for each underwriting year of account.

Lloyd’s is subject to the law of England and Wales and is authorized under the FSMA. The Lloyd’s Act 1982 defines the governance structure and rules under which Lloyd’s operates. Under the Lloyd’s Act 1982, the Society of Lloyd’s is responsible for managing, supervising and supporting the Lloyd’s market. Those entities acting within the Lloyd’s market are required to comply with the requirements of the FSMA and provisions of the PRA’s or FCA’s rules.

Inigo Managing Agent Limited is authorized and regulated by the PRA and regulated by the FCA to conduct insurance and reinsurance business and manage the underwriting capacity of a syndicate at Lloyd’s. It is a Lloyd’s managing agent authorized by the Society of Lloyd’s to manage the Inigo syndicate, Syndicate 1301.

Lloyd’s must agree to each syndicates’ business plans and evaluates performance against those plans. Syndicates are required to underwrite only in accordance with their agreed business plans. If they fail to do so, Lloyd’s can take a range of actions including, as a last resort, prohibiting a syndicate from underwriting.

Lloyd’s has a global network of licenses and authorizations, and underwriters at Lloyd’s may write business in countries where Lloyd’s has authorized status or exemptions available to non-admitted insurers or reinsurers. Lloyd’s also manages and protects the Lloyd’s network of international licenses, monitors syndicates’ compliance with the Principles for Doing Business at Lloyd’s (the “Principles”) and is responsible for setting both member and central capital levels. The Principles set out the fundamental responsibilities expected of all managing agents, including Inigo Managing Agent Limited, and is the basis against which Lloyd’s will review and categorize all syndicates and managing agents in terms of their capacity and performance. Lloyd’s and PRA have agreed, that starting in 2026, PRA will leverage Lloyd’s oversight of regulated firms where possible. The purpose of the arrangement is to reduce duplication and improve efficiency to enable the competitiveness of the marketplace.

Inigo Corporate Member Limited is a corporate member of Syndicate 1301, providing 97% capital support for the 2025 year of account.

Each corporate member of Lloyd’s is required to contribute a percentage of the member’s premium income for each year of account to the Lloyd’s Central Fund. The Lloyd’s Central Fund is available if the assets of a corporate member of Lloyd’s are not sufficient to meet claims for which the member is liable. Each corporate member of Lloyd’s may also be required to contribute to the Central Fund by way of a supplement to a callable layer of up to 5% of the corresponding member’s premium income limit for the relevant year of account.

The PRA and the FCA regulate the acquisition of “control” of any U.K. insurance companies and Lloyd’s managing agents that are authorized under the FSMA, in a manner similar to the state regulations discussed earlier (see “State Regulation—Overview of State Insurance Regulation and Our Insurance Subsidiaries” above) that govern certain transactions involving Radian Group’s common stock, including transactions that constitute a “change of control” of Radian Group and, consequently, a change of control of its insurance subsidiaries. Any legal entity or individual that (together with any entity or individual with whom it or they are “acting in concert”) directly or indirectly acquires 10% or more of the shares in a U.K. authorized insurance company or Lloyd’s managing agent, or their parent company, or is entitled to exercise or control the exercise of 10% or more of the voting power in such authorized insurance company or Lloyd’s managing agent or their parent company, would be considered to have acquired “control” for the purposes of the relevant legislation, as would a person who

had significant influence over the management of such authorized insurance company or their parent company by virtue of their shareholding or voting power in either. Under the FSMA, any person proposing to acquire “control” over a U.K. authorized insurance company must give prior notification to the PRA of their intention to do so. The PRA, which will consult with the FCA, would then have 60 working days to consider that person’s application to acquire “control” (although this 60 working day period can be extended by up to 30 additional working days in certain circumstances where the regulators have questions relating to the application).

A person who is already deemed to have “control” will require prior approval of the PRA if such person proposes to increase their level of “control” beyond 20%, 30% or 50%. The approval of the Council of Lloyd’s is also required in relation to the change of control of a Lloyd’s managing agent or member. Broadly, Lloyd’s applies the same tests in relation to control as are set out in the FSMA and in practice coordinates its approval process with that of the PRA.

Financial Resources/Solvency II

Lloyd’s sets capital requirements for corporate members annually through the application of an economic risk-based model that is based on regulatory rules pursuant to Solvency II. Solvency II took effect in full on January 1, 2016. Solvency II imposes economic risk-based solvency requirements across all European Union (“EU”) Member States and consists of three pillars: Pillar I—quantitative capital requirements based on a valuation of the entire balance sheet; Pillar II—qualitative regulatory review, which includes governance, internal controls, enterprise risk management and supervisory review processes; and Pillar III—market discipline, which is accomplished through reporting of the insurer’s financial condition to regulators and the public.

Following the UK-EU Withdrawal Agreement, there was a transition period that ensured the continuing application of Solvency II under the U.K.’s financial services regulatory regime, FSMA 2023 adopted a framework for the revocation of retained EU law in financial services and its replacement with corresponding regulators’ rules, which in the case of Solvency II, is mainly in the PRA’s Rulebook. The Insurance and Reinsurance Undertakings (Prudential Requirements) Regulations 2023 came into effect on December 31, 2023, and other reforms forming part of what would eventually be known as Solvency UK became effective on December 31, 2024, upon the implementation of the PRA’s Policy Statement PS15/24 (Review of Solvency II: Restatement of assimilated law). The PRA has stated that these reforms to Solvency II and restatement of rules provide a new regulatory framework for maintaining the safety and soundness of insurance firms and protecting their policyholders, and that the PRA will continue to evolve its prudential regulatory framework for the insurance sector.

Item 1A. Risk Factors

INDEX TO RISK FACTORS	Page
Risks Related to Regulatory Matters	46
Risks Related to our Business Operations	50
Risks Related to the Economic Environment	60
Risks Related to Liquidity and Financing	64
Risks Related to Information Technology and Cybersecurity	67
Risks Related to Us and Our Subsidiaries Generally	69
Risks Related to the Inigo Acquisition	70
Risks Related to the Divestiture of our Mortgage Conduit, Title and Real Estate Services Businesses	71

Risks Related to Regulatory Matters

Legislation and administrative and regulatory changes and interpretations could impact our businesses.

Our businesses are subject to comprehensive insurance regulations and other requirements and may be impacted by regulatory and legislative developments and changes. Changes in these laws and regulations or the way they are interpreted or applied, as well as changes in other laws and regulations that may affect corporations more generally, could adversely affect our results of operations, financial condition and business prospects. In addition, our businesses could be impacted by new legislation or regulations at any time, including changes that are not currently contemplated or that conflict among different jurisdictions. While we have established policies and procedures to comply with applicable laws and regulations,

many such laws and regulations are complex, and it is not possible to predict the eventual scope, duration or outcome of any reviews or investigations nor is it possible to predict their effect on us or the industries in which we participate.

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.

To be eligible to insure loans purchased by the GSEs, mortgage insurers such as Radian Guaranty must meet the GSEs’ eligibility requirements, or PMIERs. The PMIERs are comprehensive, covering virtually all aspects of the business of a private mortgage insurer, including extensive risk management and operational requirements and the financial requirements discussed below. See “Item 1. Business—Regulation—Federal Regulation—GSE Requirements for Mortgage Insurance Eligibility.” If Radian Guaranty is unable to satisfy the requirements set forth in the PMIERs, including the financial requirements discussed below, the GSEs have significant discretion to impose various remedial measures on Radian Guaranty, including restricting Radian Guaranty from conducting certain types of business with them or in the extreme, suspending or terminating Radian Guaranty’s eligibility to insure loans purchased by the GSEs.

The PMIERs include financial requirements incorporating a risk-based framework that requires a mortgage insurer’s Available Assets to meet or exceed its Minimum Required Assets. To ensure ongoing compliance, mortgage insurers typically have maintained a PMIERs Cushion, meaning an amount of Available Assets significantly in excess of their Minimum Required Assets. While a PMIERs Cushion is not required under the PMIERs, the amount of cushion that a mortgage insurer maintains is a point of focus for various stakeholders, including the GSEs, in evaluating the financial strength of a mortgage insurer, including when compared to the cushion maintained by other mortgage insurers. Any perceived weakness in the level of PMIERs Cushion maintained by Radian Guaranty could result in negative consequences for our Mortgage Insurance business and Radian Group, including the potential imposition of additional regulatory requirements to maintain eligibility to continue to conduct our Mortgage Insurance business or a diminished level of investor confidence in our financial condition.

The PMIERs financial requirements include increased financial requirements for defaulted loans, with increasing Minimum Required Assets as defaults age, as well as for performing loans that present a higher likelihood of default and/or certain credit characteristics, such as higher LTVs and lower FICO credit scores. In addition, while the PMIERs do not prohibit a mortgage insurer from holding any type of assets, the PMIERs financial requirements impose limitations on the credit that is granted for certain Available Assets based on several factors, including, among others, asset class and credit rating.

Radian Guaranty’s PMIERs Cushion, and ultimately, its ability to continue to comply with the PMIERs financial requirements could be impacted by, among other factors: (i) the volume and product mix of our NIW; (ii) factors affecting the performance of our mortgage insurance portfolio, including the level of new defaults and prepayments; (iii) for existing defaults, the aging of these existing defaults and the ultimate losses we incur on new or existing defaults; (iv) the amount of credit that we receive for investments in Radian Guaranty’s investment portfolio based on, among other things, asset class and credit rating; (v) the amount of credit that we receive for our third-party reinsurance transactions; and (vi) potential amendments or updates to the PMIERs.

The GSEs frequently evaluate the PMIERs for interim changes to address various specific matters. The GSEs may amend the PMIERs at any time and also have broad discretion to interpret the PMIERs, which could impact the calculation of Radian Guaranty’s Available Assets and/or Minimum Required Assets. The most recent large-scale revisions to PMIERs became effective in 2019, and the PMIERs have been further updated since then to address specific matters, including the COVID-19 pandemic and, more recently, for the credit that is granted for certain Available Assets. We expect the GSEs to continue to update the PMIERs in the future as they may deem necessary. For further information, see “Item 1. Business—Regulation—Federal Regulation—GSE Requirements for Mortgage Insurance Eligibility.”

If Radian Guaranty’s PMIERs Cushion is materially decreased, we may be required or otherwise choose to: (i) retain capital in Radian Guaranty and/or contribute additional capital to Radian Guaranty; (ii) alter our strategy with respect to our NIW by limiting the type and volume of business we are willing to write for certain products; (iii) alter our investment policies or strategies; or (iv) seek additional capital relief through reinsurance or otherwise, which may not be available on acceptable terms or at all.

Compliance with the PMIERs financial requirements could impact our holding company liquidity if additional capital support for Radian Guaranty is required for Radian Guaranty to increase its PMIERs Cushion or maintain compliance. The amount of capital that Radian Group could be required to contribute to Radian Guaranty for these purposes is uncertain but could be significant. See “Our sources of liquidity may be insufficient to fund our obligations.” Further, if Radian Guaranty becomes capital constrained, it may be more difficult for Radian Guaranty to return capital to Radian Group, which would compound the negative liquidity impact to Radian Group of the contributions it may be required to make to Radian Guaranty

and leave less liquidity to satisfy Radian Group’s other obligations. Depending on the amount of Radian Group liquidity used, we may be required (or may decide) to seek additional capital by incurring additional debt, issuing additional equity or selling assets, which we may not be able to do on favorable terms, if at all.

The PMIERs prohibit Radian Guaranty from engaging in certain activities and require Radian Guaranty to obtain the prior consent of the GSEs before taking many actions, which may include, among other things, approval for certain transactions such as a change in control/beneficial ownership, changes to corporate or legal structure, transferring assets to any affiliate or subsidiary, providing capital or capital support to any affiliate or subsidiary that is either an approved insurer or an exclusive affiliated reinsurer, entering into certain intercompany agreements, settling loss mitigation disputes with customers and commuting risk. These restrictions could prohibit or delay Radian Guaranty from taking certain actions that would be advantageous to it or to Radian Group.

Loss or threat of loss of Radian Guaranty’s eligibility status with the GSEs would have an immediate and material adverse impact on the franchise value of our Mortgage Insurance business and our future prospects, as well as a material negative impact on our future results of operations and financial condition. Further, while we seek to optimize capital at Radian Guaranty, the need to satisfy the PMIERs’ financial requirements and to maintain an appropriate level of PMIERs Cushion could restrict our ability to utilize capital at Radian Guaranty to take advantage of potential strategic opportunities and to generate greater returns.

Our insurance subsidiaries are subject to comprehensive insurance regulations and other requirements, which we may fail to satisfy. Changes to existing regulation and supervisory standards, or failure to comply with them, could have a material adverse effect on our business, results of operations and financial condition.

Our insurance subsidiaries conduct business globally and are subject to extensive laws, regulations and other requirements that are complex, subject to change and sometimes conflict in their approach or intended outcomes. The laws and regulations of the jurisdictions and markets in which our insurance subsidiaries are domiciled or operate, which for Inigo includes oversight and supervision by Lloyd’s, require, among other things, that our subsidiaries maintain minimum levels of statutory capital and liquidity, meet solvency and operating standards, participate in guaranty funds and submit to periodic examinations of their financial condition and compliance with underwriting and other regulations. These laws and regulations also limit or restrict payments of dividends and reductions in capital. Generally, the purpose of insurance laws and regulations is not to protect Radian Group’s investors, rather these laws are generally intended to protect policyholders and, in the case of our subsidiaries that provide reinsurance, to protect ceding insurance companies. Regulatory authorities have broad supervisory powers to examine insurance companies and enforce rules or exercise discretion affecting almost every significant aspect of the insurance business, including the power to revoke or restrict an insurance entity’s license or ability to write new business.

With respect to our U.S. mortgage insurance subsidiaries specifically, such subsidiaries are subject to comprehensive, detailed regulation by the insurance regulators in the states where they are domiciled or licensed to transact business. Among other matters, the state insurance regulators impose various financial requirements on our mortgage insurance subsidiaries, including Risk-to-capital ratios, other risk-based capital measures and surplus requirements that may limit the amount of insurance that our mortgage insurance subsidiaries write or the ability of our mortgage insurance subsidiaries to distribute capital to Radian Group. State insurance financial requirements also limit the credit that our mortgage insurance subsidiaries may receive for holding various assets, which could restrict Radian Guaranty’s ability to pursue various strategic opportunities or to generate greater returns.

Among other things, our failure to maintain adequate levels of capital in our mortgage insurance subsidiaries could lead to intervention by the various insurance regulatory authorities, which could materially and adversely affect our business, business prospects and financial condition. In addition, the GSEs and our mortgage insurance customers may decide not to conduct new business with Radian Guaranty (or may reduce current business levels) or impose restrictions on Radian Guaranty if it is not in compliance with applicable state insurance requirements. The franchise value of our Mortgage Insurance business likely would be significantly diminished if we were prohibited from writing new business or restricted in the amount of new business we could write in one or more states. For additional information about statutory surplus and other state insurance requirements, see “Item 1. Business—Regulation—State Regulation” and Note 16 of Notes to Consolidated Financial Statements.

Our mortgage insurance subsidiaries’ premium rates and policy forms are generally subject to regulation in every state in which they are licensed to transact business. These regulations are intended to protect policyholders against the adverse effects of excessive, inadequate or unfairly discriminatory rates and to encourage fair competition in the insurance

marketplace. For example, state regulators assess rates to ensure that “similarly situated” customers are receiving similar rates without unjustifiable differentiation, and state regulators also may evaluate general default experience in the mortgage insurance industry in assessing the premium rates charged by mortgage insurers. In addition, the increased use by the insurance industry generally of risk-based pricing systems that establish premium rates based on more attributes than previously considered, and of algorithms, artificial intelligence and data and analytics, has led to additional regulatory scrutiny of premium rates and of other matters such as discrimination in pricing and underwriting, data privacy and access to insurance. We may be subject to regulatory inquiries or examinations with respect to our mortgage insurance premium rates and policy forms.

See “Item 1. Business—Regulation—State Regulation” for more information on regulatory requirements applicable to our mortgage insurance subsidiaries and potential further changes to existing requirements.

Our newly acquired international subsidiaries are subject to the laws and regulations of the relevant jurisdictions in which they operate, including for Inigo Managing Agent Limited the requirements of the PRA and the Financial Conduct Authority in the U.K. Our Lloyd’s syndicate, Syndicate 1301, is also subject to management and supervision by the Society of Lloyd’s, which has wide discretionary powers to regulate members’ underwriting at Lloyd’s, as well as international regulations imposed by regulators where the Lloyd’s syndicate conducts business. As we grow our Specialty Insurance business and operations, we expect continued and enhanced regulatory oversight, including increased expectations of Lloyd’s Principles-based Oversight Framework and the PRA.

Changes in the charters, business practices or role of the GSEs in the U.S. housing finance market generally, could significantly impact our Mortgage Insurance business.

Changes in the GSEs’ business practices and other actions of the FHFA and GSEs can significantly impact the functioning of the housing finance system. Because traditional mortgage insurance is an important component of this system and because our Mortgage Insurance business depends on the health of the housing finance system and housing markets in particular, these actions have impacted, and future actions could further impact, our business operations and performance. The FHFA has been the conservator of the GSEs since 2008 and has the authority to control and direct their operations. Given that the Director of the FHFA is removable by the President at will, the agency’s agenda and its policies and actions are influenced by the Administration in office at any given time. The increased role that the federal government has assumed in the residential housing finance system through the GSE conservatorships may increase the likelihood that the business practices of the GSEs change, including through Administration changes and actions.

Our current Mortgage Insurance business is highly dependent on the GSEs, which are the primary beneficiaries of most of our mortgage insurance policies. Changes in the business practices of the GSEs, which can be implemented by the GSEs acting independently or through the FHFA, could negatively impact our business and financial performance. Examples of potential changes that could impact our business may include, without limitation:

eligibility requirements for a mortgage insurer to become and remain an approved eligible insurer for the GSEs;
underwriting standards on mortgages they purchase;
policies or requirements that may result in a reduction in the number of mortgages they acquire, including benchmarks established by the FHFA for the amount of certain loans that may be purchased by the GSEs;
the national conforming loan limit for mortgages they acquire, in particular as this limit compares to loan limits set by the FHA;
the level of mortgage insurance they require;
the terms on which mortgage insurance coverage may be canceled before reaching the cancellation thresholds established by law, including if the GSEs change or expand their cancellation practices as a result of policy goals, changing risk tolerances or otherwise;
the terms required to be included in mortgage insurance policies that cover the loans they acquire, including limitations on the ability of mortgage insurers to mitigate losses on insured mortgages that are in default;
the programs established by the GSEs that are intended to avoid or mitigate loss on insured loans;
the amount of loan level price adjustments or guarantee fees, which may result in a higher cost to borrowers, that the GSEs charge on loans that require mortgage insurance; and
the degree of influence that the GSEs have over a mortgage lender’s selection of the mortgage insurer providing coverage.

Under both Trump Administrations, the FHFA has explored, and taken certain actions directed towards, the potential future release of the GSEs from conservatorship. During the first Trump Administration, these actions included, among others, adopting the Enterprise Regulatory Capital Framework (“ERCF”), allowing the GSEs to retain capital up to the ERCF capital requirements and limiting the credit risk that the GSEs could acquire. During the current Trump Administration, there have been further efforts to explore recapitalizing the GSEs, including exploring a potential limited public offering of equity interests in the GSEs. While it remains uncertain if, when and how the GSEs might be released from conservatorship, actions taken in pursuit of this objective, including a potential public offering of GSE stock, could impact the business and operations of the GSEs, and as a result, could impact our Mortgage Insurance business.

The GSEs may pursue new products and activities, or alter existing policies and practices, including in ways that could negatively impact Radian Guaranty’s IIF, results of operations or financial condition. The GSEs have in the past and may in the future offer new products and activities in pursuit of their business strategies, including structures that compete with traditional private mortgage insurance. It is difficult to predict what types of new products and activities may be proposed by the GSEs in the future and, if applicable, whether they may be approved by the FHFA, including programs that may provide an alternative to traditional private mortgage insurance. If any existing or future credit risk transfer transactions and structures were to displace primary loan level or standard levels of mortgage insurance, the amount of mortgage insurance we write may be reduced, which could negatively impact our franchise value, results of operations and financial condition. See “Item 1. Business—Regulation—Federal Regulation—Housing Finance Reform and the GSEs’ Business Practices—Administrative Reform” for further discussion regarding these and other changes to the GSEs’ business practices.

The structure of the residential housing finance system could be altered in the future, including as a result of comprehensive housing reform legislation or action by the current or future Administrations. Since the FHFA was appointed as conservator of the GSEs, there has been a wide range of legislative proposals to reform the U.S. housing finance market. In conjunction with these proposals, there has been ongoing debate about the roles that the federal government and private capital should play in the housing finance system. To the extent new legislative action alters the existing GSE charters without explicit preservation of the role of private mortgage insurance for high-LTV loans, our business could be adversely affected. See “Item 1. Business—Regulation—Federal Regulation—Housing Finance Reform and the GSEs’ Business Practices” for a discussion of the future of housing finance in the U.S., including potential objectives for future reform.

Developments in the practices of the GSEs, including potentially new federal legislation, changes to existing statutes, rules or regulations, or changes in the GSEs’ business practices that reduce the level of private mortgage insurance coverage used by the GSEs as credit enhancement, or even eliminate the requirement, may diminish the franchise value of our Mortgage Insurance business and materially and adversely affect our business prospects, results of operations and financial condition.

Risks Related to our Business Operations

The success of our Mortgage Insurance business depends on our ability to assess and manage our mortgage insurance underwriting risks; and the mortgage insurance premiums we charge may not be adequate to compensate us for our liability for losses and the amount of capital we are required to hold against our insured mortgage risks. We expect to incur losses for future mortgage defaults beyond what we have reserved for in our financial statements.

The estimates and expectations we use to establish premium rates in our Mortgage Insurance business are based on assumptions made at the time our insurance is written. Our mortgage insurance premium rates are based on, among other items, our expectations about competitive and economic conditions and our cost of capital, as well as a broad range of other factors and risk attributes that we consider in developing our assumptions about the credit performance of the loans we insure and the economic benefits we expect to receive from our insurance policies. Our assumptions may ultimately prove to be inaccurate, especially in the event of an extended economic downturn or a period of market volatility and economic uncertainty, or if there is a change in law or the GSEs’ business practices that alter the performance of the loans we have insured in ways that are inconsistent with our assumptions, including the amount of premium we expect to receive from such

insurance. The premium structure we apply is subject to approval by state regulatory agencies, which can delay or limit our ability to increase our premiums if further filings or approvals are necessary to institute pricing adjustments.

If the risk underlying a mortgage loan that we have insured develops more adversely than we anticipated, we generally cannot increase the premium rates on this in-force business, cancel coverage or elect not to renew coverage to mitigate the effects of such adverse developments. Similarly, we cannot adjust our premiums if the amount of capital we are required to hold against our insured risks increases from the amount we were required to hold at the time a policy was written or if the premiums we expected to receive from such insurance are less than anticipated, whether due to a change in the GSEs’ business practices or otherwise. As a result, if we are unable to compensate for or offset the increased capital requirements in other ways, the returns on our business may be lower than we assumed or expected. Our premiums earned and the associated investment income on those premiums may ultimately prove to be inadequate to compensate for the losses that we may incur and may not provide an adequate return on capital that may be required. As a result, our results of operations and financial condition could be negatively impacted.

From time to time, we change the processes we use to underwrite loans, including by automating certain underwriting processes and relying on information and processes of the GSEs. For example: we rely on information provided to us by lenders that was obtained from automated income verification tools in lieu of requiring traditional income documentation; we also accept GSE appraisal waivers for certain home purchase and refinance loans that may or may not require an onsite inspection of the property; and, when permitted by the GSEs, for certain purchase transactions we accept desktop appraisals for which the appraiser relies on data obtained from alternative methods or sources to identify property characteristics and condition and does not complete a current inspection of the subject property. Our acceptance of automated processes, valuation alternatives, and verification tools, could affect our pricing and risk assessment. We also continue to further automate our underwriting processes to incorporate risk-informed decision making, and it is possible that our use of automated processes could lead us to insure loans that we would not otherwise have insured under our prior processes or would have insured at a different premium rate.

Additionally, in accordance with industry practice, we generally do not establish reserves in our Mortgage Insurance business until we are notified that a borrower has failed to make at least two monthly payments when due. Because our mortgage insurance reserving does not account for the impact of future losses that we expect to incur with respect to performing (non-defaulted) loans, our obligation for ultimate losses that we expect to incur at any period end is not reflected in our financial statements, except if a premium deficiency exists. A premium deficiency reserve would be recorded if the present value of expected future losses and expenses exceeds the present value of expected future premiums and already established loss reserves on the applicable loans. As future defaults are not reflected in our Mortgage Insurance loss reserves, our loss reserves can be volatile and could increase significantly if we experience a high volume of new defaults in future periods, which would negatively impact our results of operations and financial condition.

We establish our reserves for losses in our insurance businesses based on models, assumptions and estimates, which are subject to inherent uncertainties, and if incorrect, may result in us being required to take unexpected charges to income, which could adversely affect our results of operations.

We establish reserves for losses and LAE that represent estimates based on actuarial and statistical projections, at a given point in time, of our expectations of the ultimate future claims paid and costs of losses incurred. Setting our loss reserves requires significant judgment by management with respect to the likelihood, magnitude and timing of each potential loss. We use actuarial models as well as available historical insurance industry loss ratio experience and loss development patterns to assist in the establishment of loss reserves. Many of these factors are not directly quantifiable, particularly on a prospective basis, and the effects of these and unforeseen factors could negatively impact our ability to accurately assess the risks of the policies that we write. Changes in the assumptions used by these models or by management could lead to an increase in our estimate of ultimate losses in the future. In addition, the estimation of loss reserves is more difficult during times of adverse economic and market conditions, extended economic downturns and periods of market volatility, as further discussed below.

We establish loss reserves in our Mortgage Insurance business to provide for the estimated cost of future claims on defaulted loans. High levels of defaults and delays in foreclosures could delay our receipt of claims, resulting in an increase in the period of time that a loan remains in our inventory of defaulted mortgage loans, and as a result, the Claim Severity. Generally, foreclosure delays do not stop the accrual of interest or affect other expenses on a loan, and unless a loan is cured during such delay, once title to the property ultimately is obtained and a claim is filed, our paid claim amount may include additional interest and expenses, increasing the Claim Severity.

In our Specialty Insurance business, the estimation of loss reserves is inherently uncertain, particularly due to the unpredictability of catastrophic events. There also may be significant reporting lags between the occurrence of the insured event and the time it is reported, and additional lags between the time of reporting and final settlement of claims, any of which can increase the level of uncertainty related to our loss reserve estimates. Further, periods of geopolitical uncertainty and hostilities, such as we have experienced in recent years, involve highly unpredictable factors that can increase the level of uncertainty in our estimation of loss reserves. In our Specialty Insurance business in particular, in recent periods, the Russia-Ukraine war has raised numerous policy-related questions and challenges regarding scope of coverage and terrorism exceptions, which have increased reserving uncertainties. These periods of geopolitical uncertainty and hostilities can increase inflationary pressures in local economies, and changes in the level of inflation can also result in an increased level of uncertainty in our estimation of loss reserves. As a result, actual losses paid can deviate, perhaps substantially, from the reserve estimates reflected in our financial statements. As a compounding factor, although most insurance contracts in our Specialty Insurance business have policy limits, the nature of property and casualty insurance and reinsurance is such that losses and the associated expenses can exceed policy limits for a variety of reasons and could significantly exceed the premiums received on the underlying policies, thereby further adversely affecting our financial condition.

Because claims paid may be substantially different than our loss reserves, our loss reserves may be insufficient to satisfy the full amount of claims that we ultimately have to pay. In the past, changes to our loss reserve estimates have impacted our businesses and could in the future impact our results of operations and financial condition. If our loss reserve estimates are inadequate, we may be required to increase our reserves, which could have a material adverse effect on our results of operations and financial condition.

Radian Guaranty’s Loss Mitigation Activity could negatively impact our relationships with our mortgage insurance customers and the GSEs, and changes to these activities could reduce the benefit that Radian Guaranty receives.

As part of our claims management process, we pursue opportunities to mitigate losses both before and after we receive claims, including processes to ensure claims are valid.

Radian Guaranty’s Loss Mitigation Activities and claims paying practices have in the past resulted in disputes with certain of our customers and in some cases, damaged our relationships with customers, resulting in a loss of business. Radian Guaranty’s Loss Mitigation Activities or claims paying practices could in the future have a negative impact on relationships with our mortgage insurance customers or potential customers and the GSEs which are the primary beneficiaries of our insurance. In response to the potential for negative impact on customer relationships or the GSEs, Radian Guaranty may consider adjustments to its processes and Loss Mitigation Activities, which may reduce the benefit of its Loss Mitigation Activities. Disputes with customers that are not resolved could result in arbitration or judicial proceedings, requiring significant legal expenses. To the extent that Radian Guaranty’s past or future Loss Mitigation Activities or claims paying practices impact customer relationships, it could result in reduced use of Loss Mitigation Activities, changes in business processes, the potential loss of business and adverse effects on our competitive position, which could negatively impact our results of operations.

If our loss limitation strategy in our Specialty Insurance business is unsuccessful it could have a material adverse effect on our results of operations, financial condition or liquidity.

We seek to mitigate loss exposure in our Specialty Insurance business through multiple methods that might prove to be unsuccessful. For example, we write a number of reinsurance contracts on an excess-of-loss basis that indemnifies the reinsured for losses in excess of a specified amount. We generally limit the line size for each client and each line of business in our insurance business, and purchase reinsurance/retrocession protection for many of our lines of business. We utilize proportional reinsurance and on an account-by-account basis, we may also put in place facultative reinsurance. We also purchase protection to limit the impact to us from large catastrophes, especially natural catastrophes arising from specific catastrophe perils (like hurricanes and earthquakes) in areas known to be exposed to such perils. This is achieved both through traditional reinsurance/retrocession covers, and through catastrophe bonds issued in the capital markets. We also seek to limit our loss exposure through geographic diversification. In addition, various provisions of our insurance policies and reinsurance contracts, such as limitations or exclusions from coverage or choice of forum negotiated to limit our risks, may not be enforceable in the manner we intend. We cannot be sure that these loss limitation methods will effectively prevent a material loss exposure, which could have a material adverse effect on our financial condition and results of operations.

We use models, including artificial intelligence and machine learning models, to assist our decision making in key areas, such as underwriting, claims, pricing, reserving, investment management, capital assessment, risk management, reinsurance purchasing and other risk distribution strategies and the evaluation of catastrophe risk, but actual results could differ materially from the model outputs and related analyses.

We use various modeling (for example, scenarios, predictive, stochastic and/or forecasting) and advanced learning techniques along with data analytics to analyze and estimate exposures and risks associated with our businesses, including to analyze and estimate loss trends and other risks associated with our insurance operations. We use the modeled outputs and related analyses to assist us in decision-making, for example, related to underwriting, claims, pricing, reserving, investment management, capital assessment, risk management, reinsurance purchasing or other risk distribution strategies and the evaluation of our catastrophe risk in our Specialty Insurance business through estimates of probable maximum losses (“PMLs”).

The modeled outputs and related analyses, both from proprietary and third-party models, are subject to various assumptions, professional judgment, uncertainties and the inherent limitations of any statistical analysis, including the use and quality of historical internal and industry data. These models may turn out to be inadequate representations of the underlying subject matter, including as a result of inaccurate inputs or application thereof (whether due to data error, human error or otherwise). Consequently, actual losses from loss events may differ materially from modeled results. If, based upon these models or other factors, we misprice our products or underestimate the frequency and/or severity of loss events, our results of operations and financial condition may be adversely affected.

Specifically, with respect to the evaluation of catastrophe risk in our Specialty Insurance business, our modeling uses a mix of historical data, scientific theory and mathematical methods. Outputs from multiple commercially available vendor models serve as key inputs in our PML estimation process. We believe that there is considerable inherent uncertainty in the data and parameter inputs used in these vendor models. In that regard, there is no universal standard in the preparation of insured data for use in the models and the running of modeling software. In our view, the accuracy of the models depends heavily on the availability of detailed insured loss data from actual recent large catastrophes. Due to the limited number of events, there is significant potential for substantial differences between the modeled loss estimate and actual loss experience for a single large catastrophe event. This potential difference could be even greater for catastrophic events with limited or no modeled annual frequency. We perform our own vendor model validation (including sensitivity analysis and backtesting, where possible) and supplement model output with historical loss information and analysis and management judgment. In addition to vendor catastrophe model outputs, we apply internally developed adjustments and alternative views of risk that reflect our assessment of event-specific characteristics and recent scientific research. These adjustments are informed by internal catastrophe research and exposure management analyses, including climate change assumptions, and are intended to align modeled results with our view of risk for underwriting and capital assessment purposes. However, the application of such adjustments involves professional judgment and inherent uncertainty, and actual catastrophe losses may differ materially from vendor model outputs and internally adjusted estimates. For non-modeled catastrophic events, we derive our own estimates, which involve significant judgment and subjective estimations of future events and assumptions. As a result, our PML estimates are subject to a high degree of uncertainty, and actual losses from catastrophe events may differ materially.

Further, incorporating automation and machine learning as part of our modeling process, may involve heightened risk. As with many technological innovations, artificial intelligence (“AI”) and machine learning present risks and challenges that could affect their adoption as well as our business. In general, AI algorithms may be flawed and datasets underlying AI algorithms may be insufficient or may contain biased information. If our use of AI, machine learning and statistical models produce analyses or recommendations that are or are alleged to be deficient, inaccurate or biased, it could subject us to liability or regulatory scrutiny, and our reputation, business, financial condition and results of operations may be adversely affected.

We may face increased competition due to the rapid development and rising use of AI and machine learning technologies. AI technologies have rapidly developed, and our businesses may be adversely affected if we cannot successfully integrate the technology into our internal business processes and product and service offerings in a timely, cost-effective, compliant and responsible manner.

Reinsurance may not be available, affordable or adequate to protect us against losses.

We use reinsurance as a capital and risk management tool. No assurance can be given that reinsurance will remain available to us in amounts that we consider sufficient and at rates and upon terms that we consider acceptable. Accordingly, we may be forced to incur additional expenses for reinsurance or may not be able to obtain sufficient reinsurance on

acceptable terms, which could cause us to increase the amount of risk we retain, and could negatively affect our ability to mitigate losses in our portfolio, the returns we are able to achieve on the business we write and our ability to write future business. Further, reinsurance does not relieve us of our direct liability to policyholders; therefore, if the reinsurer is unable or unwilling to meet its obligations to us, we remain liable to make claims payments to our policyholders. As a result, our reinsurance arrangements do not fully eliminate our obligation to pay claims, and we have assumed counterparty credit risk with respect to our inability to recover amounts due from reinsurers due to their inability or unwillingness to pay the associated insurance recoveries, including due to dispute risk.

In our Mortgage Insurance business, we use reinsurance to manage Radian Guaranty’s capital position under the PMIERs financial requirements, including to maintain an appropriate PMIERs Cushion. Among other benefits, our risk distribution transactions have collectively reduced our required capital, including by significantly reducing our Required Minimum Assets under the PMIERs. The initial and ongoing credit that we receive under the PMIERs financial requirements for these risk distribution transactions is subject to the periodic review of the GSEs. See “Changes in the charters, business practices or role of the GSEs in the U.S. housing finance market generally, could significantly impact our Mortgage Insurance business.”

Our Specialty Insurance business uses reinsurance to mitigate the volatility of losses on our financial results. There is no guarantee that our desired amounts of reinsurance or retrocessional reinsurance will be available in the marketplace in the future. In the current environment, our ability to renew our current reinsurance or retrocessional reinsurance arrangements or obtain desired amounts of new or replacement coverage on favorable terms may be substantially reduced as a result of the impact of inflation, industry catastrophic losses to reinsurer capital and the appetite for certain lines of business. Even if there is some level of reinsurance capacity, the remaining capacity may not be on terms we deem appropriate or acceptable, including from counterparties with which we are comfortable.

If we are unable to obtain sufficient reinsurance on acceptable terms or to collect amounts due from our reinsurers, or, in the case of Radian Guaranty, if we receive less PMIERs capital relief for our reinsurance transactions, it could have a material adverse effect on our business, financial condition and results of operations.

If the length of time that our mortgage insurance policies remain in force declines it could result in a decrease in our future revenues.

Most of our primary IIF consists of policies for which we expect to receive premiums in the future, typically through Monthly Premium Policies, and as a result, a significant portion of our earned premiums are derived from insurance that was written in prior years. The percentage of our insurance certificates that remain in force for a specified period of time, which we refer to as the Persistency Rate, is a significant driver of future revenues from our Mortgage Insurance business, with a lower overall Persistency Rate generally reducing future revenues. As a result, the ultimate profitability of our Mortgage Insurance business is affected by mortgage prepayment speeds for the loans that we insure.

Factors affecting the length of time that our insurance remains in force include:

prevailing mortgage interest rates compared to the mortgage rates on our IIF, which affects the incentive for borrowers to refinance (i.e., lower current interest rates make it more attractive for borrowers to refinance and receive a lower interest rate);
the current amount of equity that borrowers have in the homes underlying our IIF:
borrowers with significant equity in their homes may refinance their loans without the need for mortgage insurance;
the HPA requires servicers to cancel mortgage insurance when a borrower’s LTV ratio meets or is scheduled to meet certain levels, generally based on the original value of the home and subject to various conditions; and
the GSEs’ mortgage insurance cancellation guidelines, which apply more broadly than the HPA, allow for cancellation of mortgage insurance, at the borrowers’ request, based on the home’s current value if certain LTV and seasoning requirements are met and the borrowers have an acceptable payment history. Higher home price appreciation increases the likelihood of borrowers reaching the cancellation thresholds, which could negatively impact Persistency. For more information about the GSEs’ guidelines and business practices and how they may change, see “Changes in the charters, business practices or role of the GSEs in the U.S. housing finance market generally, could significantly impact our Mortgage Insurance business.”
the credit policies of certain lenders, which impact the ability of homeowners to refinance loans; and
economic conditions that can affect a borrower’s decision to pay off a mortgage earlier than required, including prevailing interest rates compared to their existing mortgage rate and the strength of the housing market, which impacts a borrower’s prospects for selling their existing home and finding a suitable and affordable new home.

If these or other factors cause a decrease in the length of time that our Recurring Premium Policies, for which we expect to receive premiums in the future, remain in force, our future revenues could be negatively impacted, which could negatively impact our results of operations and financial condition.

Delegated underwriting may subject us to unanticipated claims.

In our Mortgage Insurance business, we approve lenders to underwrite mortgage insurance applications based on our mortgage insurance underwriting guidelines. Each lender participating in the delegated underwriting program must be approved by our risk management group, and once we accept a lender into our delegated underwriting program, we allow the lenders to underwrite mortgage insurance applications based on our underwriting guidelines. While we have systems and processes to monitor whether certain aspects of our guidelines are being followed, under this program, a lender could commit us to insure a material number of loans with unacceptable risk profiles before we discover the problem and are able to terminate that lender’s delegated underwriting authority or pursue other rights that may be available to us, such as our rights to rescind coverage or deny claims.

Although we generally do not delegate underwriting authority in most aspects of our Specialty Insurance business, in the partnerships channel of this business, we have entered into arrangements pursuant to which we authorize managing general agents, general agents and other producers to underwrite business within the underwriting authorities provided by us. We generally maintain contractual protections over these arrangements and closely monitor the delegated business on an ongoing basis. However, we rely on the underwriting controls of those delegated agents and, despite our monitoring efforts and other controls, the delegated agents may exceed the authorities or otherwise breach their obligations to us. If we grow our partnerships business in the future using similar underwriting structures, risks related to delegated underwriting would likely increase.

Our Mortgage Insurance business faces competition and changes in the competitive environment that could negatively impact our franchise value.

The U.S. mortgage insurance industry is highly competitive. Our competitors primarily include other private mortgage insurers and governmental agencies, principally the FHA and VA.

Our Mortgage Insurance business competes with other private mortgage insurers that are eligible to insure loans that are purchased by the GSEs primarily on the basis of price, underwriting guidelines, overall service, customer relationships, perceived financial strength (including comparative credit ratings) and reputation. For more information about our competitive environment, including pricing competition, see “Item 1. Business—Mortgage Insurance—Competition.”

Pricing strategies have evolved in the mortgage insurance industry from a predominantly standard rate card-based pricing model to the use of proprietary, “black box” pricing frameworks that may be quickly adjusted within certain parameters. See “Item 1. Business—Mortgage Insurance—Pricing.” As a result of the prevalence of “black box” pricing and the greater uniformity of master policy terms throughout the industry, pricing has become the predominant competitive market factor for private mortgage insurance, and an increasing number of customers are making their choice of mortgage insurance providers primarily based on the lowest price available for any particular loan. Our approach to pricing is customer-centric and flexible, as we offer a spectrum of risk-based pricing solutions for our customers that are designed to be balanced with our objectives for managing our volume of NIW and the risk/return profile of our insured portfolio. Although we believe we are well-positioned to compete effectively, our pricing strategy may not be successful and we may lose business to our competitors.

Further, the use of “black box” pricing methodologies and customized rate plans has contributed to a pricing environment that is more dynamic, with more frequent pricing changes that can be implemented quickly, as well as an overall reduction in pricing transparency. As a result, we may not be aware of rate changes in the industry until we observe that our volume of NIW has changed. The evolution of pricing strategies throughout the industry has resulted in greater volatility in our NIW and a reduction in industry pricing, including our pricing, due to the heightened competition. This has in turn lowered the premium yield of our insured portfolio over time as older vintage insured loans with higher premium rates run-off and have been replaced with insured loans with premium rates that generally have been lower. It is possible that in the future price competition could result in lower premium rates and reduced NIW and could decrease our projected returns.

We also compete with governmental entities, such as the FHA and VA, primarily on the basis of loan limits, pricing, credit guidelines, loss mitigation practices and terms of our insurance policies such as our ability to terminate private mortgage insurance, subject to conditions, in contrast to FHA policies that currently include a life-of-loan requirement. These governmental entities typically do not have the same capital requirements or business objectives that we and other private mortgage insurance companies have, and therefore, may have greater financial flexibility or different motivations with respect to pricing that could put us at a competitive disadvantage. Potential changes in pricing by these governmental entities, or to the terms and conditions of their mortgage insurance or other credit enhancement products, including potential elimination of the FHA life-of-loan requirement, could negatively impact our ability to compete in that market effectively, which could have an adverse effect on our business, financial condition and operating results. See “Item 1. Business—Regulation—Federal Regulation—Housing Finance Reform and the GSEs’ Business Practices” for further discussion of factors that could impact the FHA’s competitive position relative to private mortgage insurance.

In addition, Anza Mortgage Insurance Corporation is a potential new entrant into the mortgage insurance industry and, as market conditions change, there may be other new entrants, which could further increase competition in our business. Further, alternatives to private mortgage insurance may become more prevalent, which could reduce the demand for private mortgage insurance in its traditional form. See “Changes in the charters, business practices or role of the GSEs in the U.S. housing finance market generally, could significantly impact our mortgage insurance business” for risks related to changes in the GSEs’ business practices that could impact our competitive position, including the use of alternatives to traditional mortgage insurance to satisfy their charter requirements related to credit risk.

Changes in the competitive environment and factors discussed above could negatively impact our franchise value, business prospects, results of operations and financial condition.

A decrease in the volume of mortgage originations could result in fewer opportunities for us to write new mortgage insurance business.

The amount of new mortgage insurance business we write depends, among other things, on a steady flow of low down payment mortgages that require private mortgage insurance. The volume of mortgage originations is impacted by macroeconomic conditions and specific events that impact the housing finance and real estate markets, most of which are beyond our control, including housing prices, inflationary pressures, unemployment levels, interest rate changes, the availability of credit, other national and regional economic conditions and geopolitical events. In “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” see “Overview” and “Key Factors Affecting Our Results.”

Factors affecting the volume of low down payment mortgages include:

the health and stability of the financial services industry;
restrictions on mortgage credit due to changes in lender underwriting standards, capital requirements affecting lenders, regulatory requirements and the health of the private securitization market;
mortgage interest rates;
the health of the U.S. economy generally, including in particular unemployment levels and the degree of consumer confidence, as well as specific conditions in regional and local economies;
housing supply and affordability;
tax laws and policies and their impact on, among other things, deductions for mortgage insurance premiums, mortgage interest payments and real estate taxes;
demographic trends, including the rate of household formation;
the rate of home price appreciation;
government housing policy, in particular policies that encourage affordability and accessibility of mortgage loans to first-time homebuyers; and
the practices of the GSEs, including the extent to which the guaranty fees, loan level price adjustments, credit underwriting guidelines and other business terms provided by the GSEs affect the cost of mortgages and lenders’ willingness to extend credit for low down payment mortgages.

As the overall volume of new mortgage originations declines, we are subject to increased competition and we could experience a reduced opportunity to write new mortgage insurance business, which could negatively affect our business prospects, results of operations and financial condition.

Our Specialty Insurance business faces competition and that competition could increase due to merger and acquisition activity in the industry.

The specialty insurance/reinsurance industry is highly competitive. Our Specialty Insurance business competes on the basis of product offerings, pricing, terms and conditions, claims servicing and customer relationships. The business competes on an international and regional basis with major U.S., Bermuda, European and other international insurers and reinsurers, including other Lloyd’s syndicates, some of which have greater financial, marketing and management resources. We also compete with new companies that enter the specialty insurance/reinsurance markets. In addition, capital market participants have created alternative products that are intended to compete with specialty insurance and reinsurance products. There has been extensive merger and acquisition activity in the specialty insurance/reinsurance sector in recent years, which may continue. We have experienced increased competition as a result of such consolidation. Increased competition could result in a reduction of the business we write, lower premium rates, less favorable policy terms and conditions and greater costs of customer acquisition and retention. Further, in periods following benign loss experience, competitive market conditions may result in declining premium rates or reduced pricing adequacy and a combination of rate pressure and elevated inflation could negatively impact underwriting margins, adequacy of pricing and reserving outcomes. These factors could have a material adverse effect on our business prospects, results of operations and financial condition.

Our Mortgage Insurance NIW and franchise value could decline if we lose business from significant customers.

Our Mortgage Insurance business depends on our relationships with our customers. Lending customers may decide to write business only with a limited number of mortgage insurers or only with certain mortgage insurers, based on their views with respect to an insurer’s pricing levels and pricing delivery methods, service levels, underwriting guidelines, loss mitigation practices, information security and other compliance programs, financial strength or other factors. Our customers place insurance with us directly on mortgage loans they originate, and they also do business with us indirectly through purchases of mortgage loans that already have our mortgage insurance coverage. Our relationships with our customers may influence both the amount of business they conduct with us directly and their willingness to continue to consider us as an approved mortgage insurance provider for loans that they purchase. For risk management purposes, our lending customers may choose to diversify the mortgage insurers with which they do business, which could have a negative impact on our NIW if it results in a market share loss that we are unable to mitigate through volume from new customers or through increases in volume with existing customers.

Further, in recent years industry pricing practices in the mortgage insurance industry have resulted in greater volatility in the volume we may write with any particular customer as we may retain, gain or lose customers’ loan volume based solely on the competitiveness of our pricing levels, regardless of other factors such as service levels, underwriting guidelines, loss mitigation practices or financial strength. See “Our Mortgage Insurance business faces competition and changes in the competitive environment that could negatively impact our franchise value.”

Loss of a significant customer could result in a loss of market share and negatively impact our results of operations and financial condition.

Potential downgrades by rating agencies to the current financial strength ratings assigned to Radian Guaranty and/or the credit ratings assigned to Radian Group could adversely affect the Company.

Radian Guaranty has been assigned financial strength ratings of A3 by Moody’s Investors Service (“Moody’s”), A- by S&P Global Ratings (“S&P”) and A by Fitch Ratings, Inc. (“Fitch”). Radian Group has been assigned credit ratings of Baa3 by Moody’s, BBB- by S&P and BBB by Fitch.

We do not believe our ratings have a material effect on our relationships with existing customers currently. However, if Radian Guaranty’s financial strength ratings are downgraded, we may be competitively disadvantaged by customers choosing to do business with private mortgage insurers that have higher financial strength ratings. In addition, while the current PMIERs do not include a specific ratings requirement with respect to eligibility, failure to maintain a rating for Radian Guaranty that is

acceptable to the GSEs could impact Radian Guaranty’s eligibility status under the PMIERs. Further, if legislative or regulatory changes were to alter the current state of the housing finance industry such that the GSEs no longer operate in their current capacity, we may be forced to compete in a new marketplace in which financial strength ratings may play a greater role.

The rating agencies continually review the credit and financial strength ratings assigned to Radian Group and Radian Guaranty, respectively, and the ratings are subject to change. Credit and financial strength ratings are important to maintaining confidence in our mortgage insurance and in our competitive position. Downgrades to the ratings of our mortgage insurance subsidiaries and/or Radian Group could adversely affect our cost of funds, liquidity, access to capital markets and competitive position. A downgrade in Radian Guaranty’s financial strength rating could result in increased scrutiny by the GSEs and our customers, potentially impacting our NIW. If we are unable to compete effectively in the current or any future markets as a result of the financial strength ratings assigned to our mortgage insurance subsidiaries, the franchise value and future prospects for our Mortgage Insurance business could be negatively affected.

Also, see below “We may face difficulties, unforeseen liabilities, or rating actions from our acquisition or the integration of Inigo and may not realize all of the anticipated benefits of such acquisition.”

Our Mortgage Insurance business depends, in part, on effective and reliable loan servicing.

We depend on third-party servicing of the loans that we insure. Dependable servicing is necessary for timely billing and premium payments to us and effective loss mitigation opportunities for delinquent or near-delinquent mortgage loans. Servicers are required to comply with a multitude of legal and regulatory requirements, procedures and standards for servicing residential mortgages, such as the CFPB’s mortgage servicing rules. While these requirements are intended to ensure a high level of servicing performance, they also impose a high cost of compliance on servicers that may impact their financial condition and their operating effectiveness.

While servicing standards and processes have significantly improved since the great financial crisis in 2008, challenging economic and market conditions or periods of economic stress and high mortgage defaults make it more difficult for servicers to effectively service the mortgage loans that we insure, which could reduce their loss mitigation efforts that could help limit our losses. Further, an increase in delinquent loans may result in liquidity issues for servicers. When a mortgage loan that is collateral for a RMBS becomes delinquent, the servicer is usually required to continue to pay principal and interest to the RMBS investors, generally for four months, even though the servicer is not receiving payments from borrowers. This may cause liquidity issues, especially for non-bank servicers because they do not have the same sources of liquidity that bank servicers have. A transfer of servicing resulting from liquidity issues, may increase the operational burden on servicers, cause a disruption in the servicing of delinquent loans and reduce servicers’ abilities to undertake loss mitigation efforts that could help limit our losses.

Information with respect to the mortgage loans we insure is based in large part on information reported to us by third parties, including the servicers and originators of the mortgage loans, and information provided may be subject to lapses or inaccuracies in reporting from such third parties. In many cases, we may not be aware that information reported to us is incorrect until a claim is made against us under the relevant insurance policy. We may not receive monthly information from servicers for single premium policies, and we may not be aware that the mortgage loans insured by such policies have been repaid. We periodically attempt to determine if coverage is still in force on such policies by asking the last servicer of record or through the periodic reconciliation of loan information with certain servicers. It may be possible that our reports continue to reflect, as active, policies on mortgage loans that have been repaid. If we experience a disruption in the servicing of mortgage loans covered by our insurance policies or a failure by servicers to appropriately report the status of a loan, this could impact the amount of assets Radian Guaranty is required to hold under the PMIERs or ultimately contribute to a rise in claims among those loans, which could negatively impact our business, financial condition and operating results.

Under the terms of our Master Policies in place since 2014, mortgage insurance premiums are not required to be paid following an event of default. However, if a defaulted loan then cures and becomes current, all mortgage insurance premiums must also be brought current for our insurance coverage to continue, including all premiums that were not paid during the period following the event of default and through the date of cure. Because premiums must be brought current upon a cure, mortgage servicers typically continue to pay mortgage insurance premiums while loans remain in default, understanding that Radian Guaranty will refund these premiums if the loans fail to cure and ultimately go to claim. If we fail to receive mortgage insurance premiums following mortgage defaults, Radian Guaranty’s cash flow could be materially reduced, potentially requiring Radian Guaranty to liquidate investments at a loss to pay future claims or otherwise requiring us to alter our investment strategy.

The effects of inflation, trade and tariff disputes and global economic conditions impact the specialty insurance and reinsurance industry in ways which may negatively impact our business, financial condition and results of operations.

Our Specialty Insurance business is susceptible to the effects of economic and social inflation because premiums are established before actual losses and LAE are known. Inflationary pressures may have a material effect on the adequacy of pricing and our reserves for losses and LAE, especially in longer-tailed lines of business. While we incorporate the anticipated effects of inflation in our pricing models, reserving processes and exposure management across all lines of business and types of loss, including natural catastrophe events, the actual effects of inflation on ultimate losses and reserves cannot be known with certainty until claims are fully developed and settled.

The impact of inflationary pressures on our Specialty Insurance business may be exacerbated during certain property and casualty insurance underwriting pricing cycles driven by loss activity and supply and demand across the market.

While our business has not been materially impacted by the evolving tariffs landscape to date, there may be a ripple effect on how existing and future tariffs and trade policies impact certain industries where we provide insurance or reinsurance. It is too early to determine the long-term effect, if any, of recent or future trade policy actions, but sustained escalation of tariffs and trade disputes may lead to an economic slowdown that impacts our Specialty Insurance clients. In addition, future Administration actions, including executive orders or legislations, could impact the insurance and reinsurance markets in ways that are difficult to predict, and we cannot predict with certainty the effect of these actions on our business and results of operations.

We rely upon proprietary technology and information, and if we are unable to protect our intellectual property rights, it could have a material adverse effect on us.

Our success depends, in part, upon our intellectual property rights. We rely primarily on a combination of copyrights, trade secrets, trademarks, patents and nondisclosure and other contractual restrictions on copying, distributing and creating derivative products to protect our proprietary technology and information. This protection may be limited, and our intellectual property could be used by others without our consent. In addition, although we may file patent applications, patents may not be issued and, if issued may not prevent the development of competitive products. Any infringement, disclosure, loss, invalidity of or failure to protect our intellectual property could have a material adverse effect on our business, financial condition and results of operations. Moreover, litigation may be necessary to enforce or protect our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Such litigation could be time-consuming, result in substantial costs and diversion of resources and could have a material adverse effect on our business, financial condition and results of operations.

We face risks associated with our Mortgage Conduit business.

Our Mortgage Conduit business is conducted through Radian Mortgage Capital, which acquires and aggregates residential mortgage loans intending to then sell the loans directly to mortgage investors or distribute them into the capital markets through private label securitizations. Radian Mortgage Capital finances its acquisition of residential mortgage loans primarily by utilizing short-term uncommitted debt under the Master Repurchase Agreements. Radian Mortgage Capital is the master servicer for the mortgage loans held for sale in its portfolio and loans it has sold to the GSEs, and has engaged a subservicer to manage the day-to-day servicing operations for these loans. As a result of our Mortgage Conduit business, we are exposed to certain risks that may negatively affect our results of operations and financial condition, including, among others, the following:

Potential breaches of the financial and other covenants under the Master Repurchase Agreements could result in Radian Mortgage Capital being required to immediately repay all outstanding amounts borrowed under these facilities and these facilities being unavailable to use for future financing needs, as well as potentially triggering cross-defaults under other debt agreements. If Radian Mortgage Capital is unable to satisfy its obligations, Radian Group could be required to satisfy these obligations directly pursuant to its guarantee of Radian Mortgage Capital’s obligations under the Master Repurchase Agreements or indirectly through capital contributions to Radian Mortgage Capital, which could impact Radian Group’s available liquidity. See “Our sources of liquidity may be insufficient to fund our obligations.”
We are exposed to credit risk through our direct investment in residential real estate mortgage loans. During the aggregation period and before sale or securitization, we assume the risk that the related borrowers may default on their obligations to make full and timely payments of principal and interest.
Interest rate fluctuations can negatively impact our Mortgage Conduit business. During the aggregation period following loan acquisition and before the loan is either sold or securitized, the carrying value of our residential mortgage loans held for sale is based on fair value, and the estimated fair value is subject to, among other things, changes in mortgage interest rates from the date we agree to purchase the mortgage loan through the date we agree to sell the mortgage loan.
If the secondary markets for mortgages or for residential mortgage-backed securities experience any significant disruption or illiquidity, we might be unable to sell our mortgage assets in a timely manner or at anticipated prices, and we may be forced to hold and finance a larger inventory of mortgage assets than we anticipate, which could have a material adverse effect on our business, financial condition, liquidity and results of operations.
When we purchase mortgage loans, representations and warranties are made to us by sellers regarding, among other things, certain characteristics of those mortgage loans, which we seek to verify through underwriting and due diligence. When we sell mortgage loans, we make similar representations and warranties to purchasers. Losses could result if representations or warranties we make to purchasers are inaccurate, including representations or warranties made in reliance on inaccurate representations or warranties that are made to us.
We rely on a third-party service provider to service the mortgage loans for which we hold the right to service and serve as the master servicer. Our reliance on this third-party servicer exposes us to certain risks, including the risk that the subservicer may not properly service the loan in compliance with applicable laws and regulations or the contractual provisions governing their subservicing role, in which case we may be held liable for the subservicer’s improper acts or omissions. Failure to take steps to ensure that third-party servicers are servicing the loans we acquire appropriately could expose us to penalties or other claims or enforcement actions that could negatively impact our business prospects, results of operations and financial condition.

Actual or perceived instability in the financial services industry or non-performance by financial institutions or transactional counterparties could materially impact our business.

We routinely execute transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks, reinsurers and our customers. Many of these transactions expose us to credit risk and losses in the event of a default by a counterparty or customer. Any such losses could have a material adverse effect on our financial condition and results of operations.

Limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry with which we do business, or concerns or rumors about the possibility of such events, have in the past and may in the future lead to market-wide liquidity problems. Such conditions may negatively impact our results and/or financial condition. While we are unable to predict the full impact of these conditions, they may lead to, among other things: disruption to the mortgage market, delayed access to deposits or other financial assets; losses of deposits in excess of federally-insured levels; reduced access to, or increased costs associated with, funding sources and other credit arrangements adequate to finance our current or future operations; increased regulatory pressure; the inability of our counterparties and/or customers to meet their obligations to us; economic downturn; and rising unemployment levels.

Risks Related to the Economic Environment

Global economic conditions could adversely affect our business, results of operations or financial condition.

The global economic environment continues to be impacted by: persistent inflationary pressures; changing fiscal or monetary policies; uncertainty concerning the future path of interest rates; the effect of social, economic, and political conditions and geopolitical events; the implementation of tariffs and other protectionist trade policies; and the possibilities of a recession, government shutdowns, debt ceilings and reductions in government funding. Uncertainty and market turmoil has affected, and may in the future affect, among other aspects of our business, the demand for and claims made under our products, the ability of customers, counterparties and others to establish or maintain their relationships with us, our ability to access and efficiently use internal and external capital resources and our investment performance and portfolio.

In periods of economic stress, including sustained inflation, higher interest rates or economic downturns, demand for insurance products is generally adversely affected, which directly affects our premium levels and profitability. Inflationary pressures may also increase claims severity and loss costs, affect our ability to receive the appropriate rate for the risk we insure, and reduce our opportunities to underwrite profitable business. In an economic downturn, our customers may have less need for insurance coverage, cancel existing insurance policies, modify their coverage or not renew the policies they hold with us. Existing policyholders may exaggerate or even falsify claims to obtain higher claims payments. These outcomes would reduce our underwriting profit to the extent these factors are not reflected in the rates we charge.

The ongoing global economic uncertainties, evolving market conditions and heightened inflationary and geopolitical risks could have a material adverse effect on our business prospects, results of operations and financial condition.

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.

Defaults can occur due to a variety of life events affecting borrowers of loans insured by our Mortgage Insurance business, including death or illness, divorce or other family problems, unemployment, or other events. These events, particularly unemployment, frequently derive from or are exacerbated by changes in economic conditions. See “Global economic conditions could adversely affect our business, results of operations or financial condition.” In general, challenging economic conditions increase the likelihood that borrowers will not have sufficient income to satisfy their mortgage obligations. As a result, our results are particularly influenced by macroeconomic conditions and specific events that impact the housing finance and real estate markets.

Declining housing values can influence the willingness of borrowers to continue to make mortgage payments despite having the financial resources to do so. A decline in home prices can occur due to deteriorating economic conditions or other factors that reduce the demand for homes. A decline in home values typically makes it more difficult for borrowers to sell or refinance their homes, increasing the likelihood that a default will result in a claim. Declining housing values also may impact the effectiveness of our loss mitigation actions. The amount of the loss we could suffer depends in part on whether the home of a borrower who defaults on a mortgage can be sold for an amount that will cover the unpaid principal balance, interest and the expenses of the sale. Any of these events may have a material adverse effect on our business, results of operations and financial condition.

In our Specialty Insurance business, we could face losses from geopolitical tensions, hostilities, war, terrorism, pandemics, cyberattacks and general political instability, and these or other unanticipated losses could have a material adverse effect on our financial condition and results of operations.

In our Specialty Insurance business, we have exposure to losses, resulting from human-made catastrophes, such as acts of terrorism, political unrest and geopolitical instability, including, but not limited to, events related to Russia’s invasion of Ukraine, the conflict in the Middle East and in many other regions of the world, as well as pandemics and increasing cybersecurity and cyberattack risks. These risks are inherently unpredictable. It is difficult to predict the timing of such events with statistical certainty or estimate the amount of loss any given occurrence will generate.

In certain instances, we specifically insure and reinsure risks resulting from acts of terrorism. Given the unpredictable frequency and severity of terrorism losses, as well as the limited terrorism coverage provided by the reinsurance coverage that our Specialty Insurance business obtains, future losses from acts of terrorism could materially and adversely affect our results of operations, financial condition or liquidity in future periods.

We also insure against risks related to cybersecurity and cyberattacks. Our insureds may be increasingly exposed to cyber-related attacks that result in losses to property (including data and systems), breaches of data, ransom payments and business interruption that are covered by insurance we provide. Geopolitical crises or hostile actions taken by nation states or terrorist organizations may heighten the risk of cyberattacks on companies we insure and on our own operations. In addition, our insurance exposure to cyberattacks includes exposure to ‘silent cyber’ risks, meaning risks and potential losses associated with policies where cyber risk is not specifically included nor excluded in the policies.

In certain cases, we attempt to exclude losses from terrorism, cybersecurity and certain other similar risks from some coverages written by us, however we may not be successful in doing so and there can be no assurance that a court or arbitration panel will not limit enforceability of policy language or otherwise issue a ruling adverse to us. Accordingly, our loss reserves may not be adequate to cover losses if they materialize beyond expectation. Losses from such risks may also be amplified by aggregations across classes, territories or underwriting years. To the extent that losses from such risks occur, our financial condition and results of operations could be materially adversely affected.

Our business is subject to laws and regulations relating to economic trade sanctions and foreign bribery laws, the violation of which could adversely affect our operations.

We operate in the insurance and reinsurance industries and are subject to a broad range of economic and trade sanctions, anti-bribery and corruption, and other financial crime laws and regulations administered or enforced by governmental authorities in the United States, the United Kingdom, the European Union, and the United Nations (collectively, “Compliance Laws”). These include, among others, sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.K. Office of Financial Sanctions Implementation, and applicable anti-bribery, anti-corruption, and similar laws and regulations in various jurisdictions in which we conduct, or in the future may conduct activities.

Given the global nature of the insurance and reinsurance markets, our activities may involve multiple jurisdictions and counterparties, including in regions subject to heightened sanctions or financial crime risk. Compliance Laws are complex, frequently evolving, and may be subject to differing or conflicting interpretations across jurisdictions and there can be no assurance that violations will not occur. Any failure, or alleged failure, to comply with applicable Compliance Laws could result in significant civil or criminal penalties, regulatory enforcement actions, contractual limitations, increased supervisory requirements, reputational harm, and restrictions on the Company’s ability to underwrite business, pay claims, or otherwise conduct its operations.

Our success depends, in part, on our ability to manage risks in our investment portfolio.

Our investment portfolio is an important source of revenue and is the primary source of claims paying resources for our insurance subsidiaries. Our investment strategy is focused on prudent risk management with key objectives of achieving a sufficient return for our risk appetite, through a diversified portfolio, with a focus on preserving capital and liquidity. Our investment strategy is affected by factors beyond our control, such as general macroeconomic conditions, geopolitical events, domestic political conditions and tax policies, which may adversely affect the markets for credit and interest-rate-sensitive securities, including the extent and timing of investor participation in these markets, the level and volatility of interest rates and credit spreads and, consequently, the value of our fixed income securities and the level of our net investment income.

In addition, our investment strategy is developed taking into consideration applicable investment restrictions, limitations and conditions imposed on investments held by our regulated entities, and in particular, state limitations and PMIERs rules applicable to Radian Guaranty, as well as Lloyd’s requirements and PRA and solvency limitations and rules applicable to Inigo.

For the significant portion of our investment portfolio held by Radian Guaranty, we generally are limited to investing in investment grade fixed income investments with yields that reflect their lower credit risk profile so that we receive favorable treatment under insurance regulatory requirements and full credit as Available Assets under the PMIERs. The investments maintained by our Specialty Insurance business are broadly split between two types, Funds at Lloyd’s (“FAL”) and Premium Trust Funds. While some Premium Trust Funds offer a level of investment flexibility, they are generally limited to investment grade fixed income securities similar to our Mortgage Insurance business, whereas FAL provides some opportunity to hold high yield fixed income securities, equities and illiquid assets if within permitted ranges. In addition, tailoring the investment strategy for our investment portfolio to ensure regulatory, PMIERs and Lloyd’s compliance may restrict our ability to pursue opportunities and optimize returns in this investment portfolio, and future changes to these regulations, the PMIERs or Lloyd’s requirements could negatively impact our investment strategy.

Volatility or lack of liquidity in the markets in which we invest has at times reduced the market value of some of our investments, including as a result of disruption in the financial markets such as occurred following the onset of the COVID-19 pandemic, and more recently, inflationary and interest rate trends along with actual or perceived instability in the financial services industry.

The value of our investment portfolio is subject to market risk and may be adversely affected by other factors outside of our control, such as ratings downgrades, bankruptcies and credit spreads widening, any of which may cause unrealized or realized losses. When the credit environment deteriorates, the risk of impairments of our investments increases. Disruption and volatility in the financial markets, including sharp increases in market interest rates such as we experienced in 2022 and 2023 or a prolonged period of lower-than-expected investment yields that adversely impacts our revenues, could also have a material adverse effect on our liquidity, financial condition and results of operations. See “Our reported earnings, stockholders’ equity and book value per share are subject to fluctuations based on changes in our investments that require us to adjust their fair market value.” In addition, to the extent that inflationary pressures in different geographies lead to currency fluctuations, we may also experience increased volatility on foreign exchange gains and losses. Although we seek to employ investment

strategies that are not correlated with our insurance exposures, losses in our investment portfolio may occur at the same time as underwriting losses and, therefore, exacerbate the adverse effect of the losses on us.

Many of our investment securities are issued by the U.S. government and government agencies and sponsored entities. As a result of uncertain political conditions in the U.S., potential political instability or the perceived inability of the U.S. government to legislate on matters in a timely fashion, there is the threat that potential future U.S. federal government shutdowns or the possibility of the U.S. federal government defaulting on its obligations due to debt ceiling limitations or other issues could pose general credit and liquidity risks for investments in financial instruments issued or guaranteed by the U.S. federal government. Any potential downgrades by rating agencies in long-term U.S. sovereign credit ratings, as well as sovereign debt issues facing the governments of other countries, could have a material adverse impact on financial markets and economic conditions worldwide. Additionally, following our recent acquisition of Inigo, we now write business on a worldwide basis, and our results of operations may be affected by foreign exchange rate fluctuations and our financial results could be adversely affected.

In addition, we structure the maturities of investments in our investment portfolio to satisfy our expected liabilities, including policyholder claims. If we underestimate our future claim payments or other liabilities or improperly structure our investments to meet these liabilities, we could have unexpected losses resulting from the forced liquidation of investments before their maturity, which could adversely affect our results of operations.

Climate change and natural catastrophes could adversely affect our businesses, results of operations and financial condition.

Our businesses, results of operations and financial performance could be adversely impacted by climate change and natural catastrophes, including extreme weather events. Natural disasters include events such as hurricanes, floods, wildfires, tsunamis, windstorms, earthquakes, hailstorms, tornadoes, explosions, severe winter weather, fires, droughts and other natural disasters. Climate change may increase the frequency and severity of natural disasters and drive other ecologically related changes such as rising sea waters.

Our Mortgage Insurance business is exposed to risks associated with extreme weather events and natural disasters, especially if these occurrences negatively impact the housing markets and broader economy. Additionally, natural disasters and extreme weather events, which can be exacerbated by climate change, can negatively affect regional economies in ways that impact home values or unemployment in affected areas, and therefore, the credit performance of the mortgages we insure and our other investments in mortgage assets. In addition, the inability of a borrower to obtain hazard and/or flood insurance, or the increased cost of such insurance, could lead to an increase in delinquencies or a decrease in home prices in the affected areas. If we were to attempt to limit our new insurance written in affected areas, lenders may choose not to do business with us. Natural disasters could also lead to increased reinsurance rates or reduced availability of reinsurance. This may cause us to retain more risk than we otherwise would retain and could negatively affect our compliance with financial requirements.

With respect to our Specialty Insurance business, the occurrence of a natural disaster can result in catastrophe losses that could have a material adverse effect on our business, financial condition and results of operations. The extent of losses from catastrophes is a function of both the frequency and severity of the insured events and the total amount of insured exposure in the areas affected. Climate change is likely to expose us to an increased frequency and/or severity of weather-related losses, and there is a risk that our pricing of these risks or our management of the associated aggregations does not appropriately allow for changes in climate. Any increased frequency and severity of extreme weather events, including hurricanes or convective storms (which are difficult to model with current tools), beyond expectations could have a material adverse effect on our ability to predict, quantify, reinsure and manage catastrophe risk and may materially increase our losses resulting from such catastrophes. The incidence and severity of catastrophes and severe weather conditions are inherently unpredictable and actual losses from such events have varied materially from original estimated losses. As a result, our estimated exposures could be materially different than our actual results.

Our Specialty Insurance business also may be impacted indirectly in instances where businesses it insures are impacted by catastrophes that are not insured events but, as a consequence of the catastrophe on their business, they are unable or unwilling to continue paying premiums on our other product offerings.

In addition, the financial condition and operating performance of our Specialty Insurance business may be impacted by changes arising from climate change transition, which is the transition to a lower-carbon economy, and by the performance of strategies we put in place to manage this transition. For example, we may also be exposed to liability risks related to losses or damages suffered by our insureds from physical or transitional climate change risks, such as losses stemming from

climate-related litigation in liability lines. Additionally, there is a risk that certain elements of our business cease to be viable as a result of climate change transition risks, which relate to losses driven by policy, legal, technological and market changes intended to address climate risks and which include changes in consumer behavior, shareholder preferences and any additional regulatory and legislative requirements. As a result, over the longer term, climate change and related climate change transitions may have an impact on the economic viability of certain lines of business if suitable adjustments in price and coverage cannot be achieved.

Governments, regulators, legislators and influential non-governmental organizations continue to focus on enacting laws, regulations and other requirements relating to climate change. We might be directly or indirectly impacted by these changing laws, regulations and public policy debates, which are difficult to predict and quantify and may have an adverse impact on our business. Legislative and regulatory initiatives and court decisions following major catastrophes could force expansion of certain insurance coverages for catastrophe claims or otherwise adversely impact our business. Additionally, changes in regulations or policies relating to climate change or our own strategic decisions implemented as a result of our assessment of the impact of climate change on our business may result in an increase in the cost of doing business, or a decrease in premiums in certain lines of business.

Climate change and the frequency, severity, duration and geography of severe weather events, other natural disasters and ecological-related changes are inherently uncertain, and we cannot predict the ultimate impact these events may have on our business, results of operations and financial condition.

Our reported earnings, stockholders’ equity and book value per share are subject to fluctuations based on changes in our investments that require us to adjust their fair market value.

We hold investments in trading securities, equity securities, residential mortgage loans held for sale and short-term investments that we carry at fair value. Because the changes in fair value of these financial instruments are reflected on our statements of operations each period, they affect our reported earnings and can create earnings volatility. In addition, we increase or decrease our stockholders’ equity by the amount of change in the unrealized gain or loss (the difference between the fair value and the amortized cost) of our available for sale securities portfolio, net of related tax, under the category of accumulated other comprehensive income (loss). As a result, a decline in the fair value of our available for sale portfolio may result in a decline in reported stockholders’ equity, as well as book value per common share. Among other factors, interest rate changes, market volatility and declines in the value of underlying collateral will impact the value of our investments, including our residential mortgage loan exposure, potentially resulting in unrealized losses that could negatively impact our results of operations and stockholders’ equity. If we experience unrealized losses, these negative impacts will occur even though the securities are not sold. Also, in the event there are credit loss-related impairments, the credit loss component and subsequent recoveries, if any, are recognized in earnings.

Risks Related to Liquidity and Financing

The amount of capital that we must hold to maintain our various capital requirements can vary significantly from time to time and the capital needed to maintain those requirements may not be available or may only be available on unfavorable terms.

We conduct the vast majority of our business through our insurance subsidiaries, which are domiciled in the U.S. and the U.K.

For factors that could impact capital and liquidity at Radian Guaranty, our primary U.S. insurance subsidiary, see “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.”

We participate in the Lloyd’s market through our ownership of Inigo Corporate Member Limited and Inigo Managing Agent Limited, two of our U.K. subsidiaries. Inigo Corporate Member Limited provides underwriting capacity to Syndicate 1301 and is a Lloyd’s corporate member. Underwriting capacity of a member of Lloyd’s must be supported by providing a Funds at Lloyd’s (“FAL”) deposit in the form of cash, securities or letters of credit. The level of FAL that Lloyd’s requires a member to maintain is determined by Lloyd’s based on PRA requirements and resource criteria. FAL is set with reference to the syndicate’s Solvency Capital Requirement under a capital adequacy model plus an economic capital assessment determined by Lloyd’s, known as the Lloyd’s uplift. The determination of FAL is made based on a number of factors including the nature and amount of risk to be underwritten by the member and the assessment of the reserving risk in

respect of business that has been underwritten. Inigo Managing Agent Limited uses an internal model, developed to meet the requirements of the Solvency UK regime, to calculate its regulatory capital requirements.

If Inigo’s FAL is materially decreased, we may be required or otherwise choose to: (i) retain capital in Inigo and/or contribute additional capital to Inigo; (ii) alter our strategy with respect to Inigo by limiting the type and volume of business we are willing to write; (iii) alter our investment policies or strategies; or (iv) seek additional capital relief through reinsurance or otherwise, which may not be available on acceptable terms or at all. Maintaining Inigo’s required FAL could impact our holding company liquidity if additional capital support for Inigo is required for Inigo to maintain its FAL requirements.

To the extent that cash flows generated by either Radian Guaranty or Inigo are insufficient to fund future operating requirements and cover claim losses, or that our capital position is adversely impacted by a decline in the fair value of our investment portfolio, losses from our insured risks or otherwise, we may need to raise additional funds through financings or curtail our growth. Many factors will affect the amount and timing of our capital needs, including our growth rate and profitability, our claims experience, and the availability of reinsurance, market disruptions and other unforeseeable developments. If we need to raise additional capital, equity or debt financing may not be available on acceptable terms or at all. In the case of equity financings, dilution to our stockholders could result. In the case of debt financings, we may be subject to covenants that restrict our ability to freely operate our business. If we cannot obtain adequate capital on favorable terms or at all, we may not have sufficient funds to implement our operating plans and our business, financial condition or results of operations could be materially adversely affected.

Our sources of liquidity may be insufficient to fund our obligations.

Radian Group serves as the holding company for our operating subsidiaries and does not have any operations of its own. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Liquidity Analysis—Holding Company” for more information on our available liquidity and short-term and long-term liquidity demands.

As discussed above under “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,” compliance with the PMIERs financial requirements could impact our holding company liquidity if additional capital support for Radian Guaranty is required for it to maintain this compliance. Similarly, Inigo is required to maintain FAL for the purposes of Solvency UK and Lloyd’s capital requirements as discussed above under “The amount of capital that we must hold to maintain our various capital requirements can vary significantly from time to time and the capital needed to maintain those requirements may not be available or may only be available on unfavorable terms.” The amount of capital that Radian Group could be required to contribute to Radian Guaranty or Inigo if capital support is needed is uncertain but could be significant.

In addition, Radian Mortgage Capital has entered into the Master Repurchase Agreements to finance its acquisition of residential mortgage loans, and Radian Group has guaranteed the obligations of certain of its subsidiaries under these loan repurchase facilities. Breaches of the financial and other covenants or a decline in the value of collateral pledged under these agreements could trigger immediate payment obligations, which Radian Mortgage Capital may be unable to satisfy. If Radian Mortgage Capital is unable to satisfy its obligations, Radian Group could be required to satisfy the obligations directly pursuant to its guarantee of Radian Mortgage Capital’s obligations under the Master Repurchase Agreements or indirectly through capital contributions to Radian Mortgage Capital, which could impact Radian Group’s available liquidity. See, “We face risks associated with our Mortgage Conduit business” and “Our borrowing facilities and the Parent Guarantees we provide for the Master Repurchase Agreements to finance loan purchases in our Mortgage Conduit business contain covenants that are restrictive and could limit our operating flexibility. A default under a borrowing facility or these Parent Guarantees could trigger an event of default under the terms of our senior notes. We may not have access to funding under our borrowing agreements when we require it.”

In addition to available cash and marketable securities, including net investment income earned on such investments, Radian Group’s principal sources of cash to fund future liquidity needs include: (i) payments made to Radian Group by its subsidiaries under expense- and tax-sharing arrangements and (ii) to the extent available, dividends or other distributions from its subsidiaries. See Note 16 of Notes to Consolidated Financial Statements for additional information on Radian Guaranty’s ability to pay dividends.

Radian Group’s expense-sharing arrangements with its U.S. principal operating subsidiaries require those subsidiaries to pay their allocated share of certain holding-company-level expenses, including interest payments on Radian Group’s outstanding senior notes. The expense-sharing arrangements between Radian Group and our mortgage insurance

subsidiaries, as amended, have been approved by the Pennsylvania Insurance Department, but such approval may be modified or revoked at any time.

In light of Radian Group’s short- and long-term needs, it is possible that its sources of liquidity could be insufficient to fund its obligations. If this were to occur, we may choose not to pursue certain actions, such as issuing dividends or repurchasing shares of our common stock, or we may elect to reduce the levels of these activities to preserve our available liquidity. In addition, we may seek to increase our available liquidity, including by seeking additional capital, incurring additional debt, issuing additional equity, or selling assets, which we may be unable to do on favorable terms, if at all.

See also, “The use of the Intercompany Note to fund a portion of the Inigo acquisition reduced our liquidity and Radian Guaranty’s PMIERs Cushion, and subjects us to certain conditions and compliance obligations associated with the Intercompany Note which could adversely affect us and our financial condition.”

Our borrowing facilities and the Parent Guarantees we provide for the Master Repurchase Agreements to finance loan purchases in our Mortgage Conduit business contain covenants that are restrictive and could limit our operating flexibility. A default under a borrowing facility or these Parent Guarantees could trigger an event of default under the terms of our senior notes. We may not have access to funding under our borrowing agreements when we require it.

Radian Group is a party to a $500 million unsecured revolving credit facility with a syndicate of bank lenders. As of December 31, 2025, no borrowings were outstanding under the credit facility.

Radian Group’s credit facility contains customary representations, warranties, covenants, terms and conditions. Our ability to borrow under the credit facility is conditioned on the satisfaction of certain financial and other negative and affirmative covenants, including covenants related to minimum consolidated net worth, a maximum debt-to-capitalization level, and limitations on our ability to incur additional indebtedness, make investments, create liens, transfer or dispose of assets and merge with or acquire other companies. The credit facility also requires that Radian Guaranty remain eligible under the PMIERs to insure loans purchased by the GSEs. A failure to comply with these covenants or the other terms of the credit facility could result in an event of default, which could: (i) result in the termination of the commitments by the lenders to make loans to Radian Group under the credit facility and (ii) enable the lenders to declare, subject to the terms and conditions of the credit facility, any outstanding obligations under the credit facility to be immediately due and payable.

In addition, with respect to Inigo, Inigo Corporate Member Limited is a party to a $620 million letter of credit facility with a syndicate of bank lenders, which is guaranteed by Inigo Limited. The facility is used to support Inigo Corporate Member Limited’s Funds at Lloyd’s requirements. The letter of credit was available for use beginning on October 30, 2025, and has a minimum term of four years with an expiration date no later than December 31, 2029. The letter of credit facility contains customary representations, warranties, covenants, terms and conditions, including financial covenants that are standard for such arrangements, including certain metrics relating to Inigo’s financial position and the capital position of Inigo Corporate Member Limited. Compliance with these covenants is required to maintain availability under the facility. A failure to comply with the covenants or other terms of the letter of credit facility could result in an event of default, which could: (i) result in the termination of the lenders’ commitments and (ii) enable the lenders, subject to the terms and conditions of the facility, to declare any outstanding obligations immediately due and payable.

In connection with our mortgage conduit, Radian Group has entered into the Parent Guarantees that guarantee the obligations of certain of its subsidiaries pursuant to the Master Repurchase Agreements. Under these Parent Guarantees, 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, as discussed above.

Further, the occurrence of an event of default under the terms of a borrowing facility or under the Master Repurchase Agreements if Radian Group fails to satisfy its obligations under the Parent Guarantees, may trigger an event of default under the terms of our senior notes. An event of default would occur under the terms of our senior notes if a default: (i) in any scheduled payment of principal of other indebtedness by Radian Group or its subsidiaries of more than $100 million principal amount occurs, after giving effect to any applicable grace period or (ii) in the performance of any term or provision of any indebtedness of Radian Group or its subsidiaries in excess of $100 million principal amount occurs that results in the acceleration of the date such indebtedness is due and payable, subject to certain limited exceptions. See Note 12 of Notes to Consolidated Financial Statements for more information on the carrying value of our senior notes.

If we are unable to satisfy certain covenants or representations or experience an event of default under a borrowing facility or the Parent Guarantees, we may not have access to funding in a timely manner, or at all, when we require it. If

funding is not available when we require it, our ability to continue our business practices and operations, or pursue our current strategy, could be limited. If the indebtedness under a borrowing facility, the Parent Guarantees or our senior notes is accelerated, we may not be able to repay our debt or borrow sufficient funds to refinance it.

Risks Related to Information Technology and Cybersecurity

Our information technology systems may fail or become outmoded, be temporarily interrupted or otherwise cause us to be unable to meet our customers’ demands or to operate our business.

Our business is highly dependent on the effective operation of our information technology systems, which are vulnerable to damage or interruption from power outages, computer and telecommunications failures, computer viruses, cyberattacks and security incidents or breaches, catastrophic events and errors in usage. Although we have disaster recovery and business continuity plans in place, we may not be able to adequately execute these plans in a timely fashion. Further, as various systems, technologies, software and applications become outdated or new technology is required, including as a result of end-of-life or end-of-support, we may not be able to replace or introduce them as quickly as needed or in a cost-effective and timely manner.

Our customers generally require that we provide an increasing number of our products and services electronically and, as such, we are dependent on e-commerce and other technologies to deliver our products and services. Our ability to meet the needs of our customers depends on our ability to keep pace with technological advances and to invest in new technology as it becomes available or to otherwise upgrade our technological capabilities. Accordingly, we may not satisfy our customers’ requirements if we fail to invest sufficient resources or are otherwise unable to maintain and upgrade our technological capabilities. Further, customers may choose to do business only with business partners with which they are technologically compatible and may choose to retain existing relationships with mortgage insurance or mortgage and real estate services providers rather than invest the time and resources to on-board new providers. With respect to our Specialty Insurance business, Lloyd’s market modernization programs and digital trading initiatives driven by our broker partners require modern and up-to-date technology to leverage, resulting in a need for us to continue to invest in innovation and currency. As a result, technology can represent a potential barrier to signing new customers and growing relationships with existing customers and other parties, including brokers. We are also dependent on our ongoing relationships with key technology providers, including their products and technologies, and their ability to support those products and technologies. The inability of these providers to successfully provide and support those products could have an adverse impact on our business and results of operations.

Because we rely on our information technology systems for many critical functions, including connecting with our customers, if such systems were to fail, experience a prolonged interruption or become outmoded, we may experience a significant disruption in our operations and in the business we receive, which could have a material adverse effect on our business, reputation and future prospects, financial condition and operating results.

We could incur significant liability or reputational harm if the security of our information technology systems, or of our third-party vendors or service providers, is breached, including as result of a cyberattack, or we otherwise fail to protect confidential information, including personally identifiable information that we maintain.

We rely on information technology systems to process, transmit, store and protect the electronic information, financial data and proprietary models that are critical to our business. Furthermore, a significant portion of the communications and business transmissions between us and our employees, customers, business partners and service providers depends on information technology and electronic information exchange.

As our work environment includes a hybrid, off-site working environment for many employees, our reliance on information technology and our exposure to the risk of cybersecurity threats and data security incidents have further increased.

Our information technology systems may be vulnerable to physical or electronic intrusions. We experience cyber activity directed at our computer systems, software, networks and network users on a daily basis. This malicious activity includes attempts at unauthorized access, implantation of computer viruses or malware and denial-of-service attacks that are intended to lead to interruptions and delays in our service and operations, as well as loss, misuse or theft of personal information and other data, confidential information or intellectual property. In addition, on a global scale, other forms of social engineering and insider threats designed to obtain confidential information, destroy data, disrupt or degrade service, sabotage systems or to cause other damage have also grown in volume and level of sophistication. Such attacks may also increase in response to actions taken by the U.S. in response to geopolitical events, such as the conflicts between Russia and Ukraine and in the Middle East. The risks of cyberattacks and information security incidents and breaches continue to increase in businesses

such as ours due to, among other things, the proliferation of new technologies and the use of digital channels to conduct our business, including connectivity with customer devices that are beyond our security control systems and the use of portable computers or mobile devices that can be stolen, lost or damaged. We expect attacks to continue accelerating in both frequency and sophistication with increasing use by actors of tools and techniques that could hinder our ability to identify, investigate and recover from incidents.

We also rely on numerous third-party service providers to conduct important aspects of our business operations, and we face similar risks relating to them. While we regularly conduct security assessments on these third-party vendors, we cannot be certain that their information security protocols are sufficient to withstand a cyberattack or other security breach. We also cannot be certain that we will receive timely notification of such cyberattacks or other security breaches. In addition, to access our products and services, our clients may use computers and other devices that are beyond our security control systems.

We and many of the third parties we work with rely on open-source software and libraries that are integrated into a variety of applications, tools and systems, which may increase our exposure to vulnerabilities. Additionally, outside parties may use social engineering or fraudulent communications to employees, vendors, partners or users to try and obtain sensitive or confidential information in order to gain access to data. Any attempt by bad actors to obtain our data or intellectual property, disrupt our service, or otherwise access our systems, or those of third parties we use, if successful, could harm our business, be expensive to remedy and damage our reputation.

As part of our business, we, and certain subsidiaries, affiliates and third-party vendors maintain large amounts of confidential information, including personally identifiable information on borrowers, consumers and our employees. As a result, we are subject to numerous laws and regulations designed to protect this information, such as laws governing the protection of personally identifiable information, and to significant contractual commitments with our customers. These laws and regulations are increasing in complexity and number and the contractual commitments are increasing in requirements and in demands on our businesses. If the security of our information technology or the technology of our third-party vendors is breached, including as a result of a cyberattack, it could result in the loss or misuse of this information, which could, in turn, result in potential regulatory actions or litigation, including material claims for damages, as well as interruption to our operations and damage to our customer relationships and reputation. While we have information security policies, controls and systems in place in order to attempt to prevent, detect and respond to unauthorized use or disclosure of confidential information, including personally identifiable information, there can be no assurance that such unauthorized use or disclosure will not occur either through the actions of third parties or our employees. Any cybersecurity event or other compromise of the security of our information technology systems, or unauthorized use or disclosure of confidential information, could subject us to liability, regulatory scrutiny and action, damage our reputation and negatively affect our ability to attract and maintain customers, and could have a material adverse effect on our business prospects, financial condition and results of operations.

Our Specialty Insurance business exposes us to additional information technology and cybersecurity risks. As a U.K. based specialty insurer and reinsurer, Inigo operates through the Lloyd’s of London market and is subject to additional information technology and cybersecurity risks arising from its reliance on market-wide platforms, delegated authority arrangements, and third-party service providers that support underwriting, claims handling, bordereaux processing and regulatory reporting. Disruption, failure or cybersecurity incidents affecting Lloyd’s market infrastructure or key shared service providers could impair our ability to conduct business, meet regulatory expectations or service policyholders, even where Inigo’s own internal systems are not directly impacted. In addition, Inigo’s operations involve the exchange of data across multiple jurisdictions and counterparties, including brokers, coverholders, reinsurers and Lloyd’s. This increases exposure to data security, data quality and access-control risks, particularly where systems, controls or cybersecurity standards vary across third parties. A cybersecurity incident or data compromise affecting a delegated authority or other market participant could result in operational disruption, regulatory scrutiny, reputational harm or financial loss.

Inigo is also subject to U.K. data protection, cybersecurity and operational resilience requirements, including those applicable to firms operating within the Lloyd’s market. The evolving nature of these requirements, combined with increasing expectations around cyber resilience, incident response and third-party risk management, may increase compliance costs and operational complexity, and failures to meet such expectations could adversely affect our business, reputation or financial condition.

Risks Related to Us and Our Subsidiaries Generally

We may not continue to pay dividends at the same rate we are currently paying them, or at all, and any decrease in or suspension of payment of a dividend could cause our stock price to decline.

The payment of future cash dividends is subject to the determination each quarter by our board of directors that the dividend remains in the best interests of the Company and our stockholders, which determination will be based on a number of factors, including, among others, economic conditions, our earnings, financial condition, actual and forecasted cash flows, capital resources, capital requirements and alternative uses of capital, including potential investments to support our business strategy and possible acquisitions or investments in new businesses. Any decrease in the amount of the dividend, or suspension or discontinuance of payment of a dividend, could cause our stock price to decline.

We are subject to litigation and regulatory proceedings.

We operate in highly regulated industries that are subject to a heightened risk of litigation and regulatory proceedings. From time to time we are a party to material litigation and also are subject to legal and regulatory claims, assertions, actions, reviews, audits, inquiries and investigations. Additional lawsuits, legal and regulatory proceedings and inquiries and other matters may arise in the future. The outcome of existing and future legal and regulatory proceedings and inquiries and other matters could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief which could require significant expenditures or have a material adverse effect on our business prospects, results of operations and financial condition. See “Item 1. Business—Regulation,” “Item 3. Legal Proceedings” and Note 13 of Notes to Consolidated Financial Statements.

We rely on our management team and our business could be harmed if we are unable to retain qualified employees or successfully develop and/or recruit their replacements.

Radian relies on our people to enable our business. Delivering results could be harmed if we are unable to retain a qualified and deep bench of talent or fail to successfully develop and/or recruit their replacements. Our success depends, in part, on the skills, working relationships and continued services of our team, any of whom could terminate their relationship with us at any time, as well as on our ability to navigate succession planning and employee transitions. Competition for talent can be intense and fluctuates with labor market dynamics. Additionally, employee retention risk can be heightened in times of organizational change, such as we are currently experiencing with the recent acquisition of Inigo, ongoing work to divest our businesses held for sale, and recent leadership changes. If we do not effectively manage these changes, we may experience employee turnover. The ability to retain talent through the use of non-competition and other restrictive covenants with employees may be limited given that many jurisdictions have proposed or existing laws and regulations that limit or eliminate the enforceability of non-competition and other restrictive covenants with employees. Considering these trends in the current labor and employment environment, it may be more difficult to retain key talent or to attract new resources.

The unexpected departure of key talent could adversely affect the conduct of our business. In such event, we would be required to obtain other talent to manage and operate our business. In addition, we will be required to replace the knowledge and expertise of our workforce as our workers retire. In either case, there can be no assurance that we will be able to develop or recruit suitable replacements for the departing individuals, that replacements could be hired, if necessary, on terms that are favorable to us, or that we can successfully transition such replacements in a timely manner. Failure to effectively implement our succession planning efforts and to ensure effective transfers of knowledge and smooth transitions involving members of our management team and other key talent could adversely affect our business and results of operations. Without a properly skilled and experienced workforce, our costs, including costs associated with a loss of productivity and to replace employees, may increase, and this could negatively impact our earnings.

Investments to grow our existing businesses, pursue new lines of business or develop new products and services within existing lines of business subject us to additional risks and uncertainties.

In support of our growth and diversification strategy, we may make investments to grow our existing businesses, pursue new lines of business or develop new products and services within existing lines of business. We may do this through strategic transactions, including investments and acquisitions, or pursue other transformative actions and initiatives. These activities expose us to additional risks and uncertainties that include, without limitation:

the use of capital and potential diversion of other resources, such as the diversion of management’s attention from our core businesses and potential disruption of those businesses;
the assumption of liabilities in connection with any strategic transaction, including any acquired business;
our ability to comply with additional regulatory requirements associated with new products, services, lines of business or other business or strategic initiatives;
our ability to successfully integrate or develop the operations of any new business initiative or acquisition;
new or existing business initiatives may be disruptive to, or competitive with, our existing customers;
we may fail to realize the anticipated benefits of a strategic transaction or initiative, including expected synergies, cost savings or sales or growth opportunities, within the anticipated timeframe or at all;
new business initiatives may expose us to liquidity risk, risks associated with the use of financial leverage, and market risks, including risk resulting from changes in the fair values of assets in which we invest. Further, new business initiatives may increase our exposure to interest-rate risk and may involve changes in our investment, financing and hedging strategies;
we may fail to achieve forecasted results for a strategic transaction or initiative that could result in lower or negative earnings contribution and/or impairment charges associated with intangible assets acquired;
the risk of reputational harm if the strategic transaction or initiative fails to increase our market value; and
the risk that any of the above could alter our risk profile or perceived financial strength such that we experience ratings downgrades or other unfavorable changes in how we are perceived by our customers, regulators, counterparties and other stakeholders.

Risks Related to the Inigo Acquisition

We face risks associated with our acquisition of Inigo and our ability to successfully execute our strategic evolution into a global multi-line specialty insurer.

As previously disclosed, we recently closed on our acquisition of Inigo on February 2, 2026.

Our acquisition of Inigo, a specialty insurer and reinsurer operating through the Lloyd’s of London market, is part of our strategic evolution into a global multi-line specialty insurer and exposes us to certain risks that may negatively affect our financial condition and results of operations. These risks include: (i) potential diversion of management’s attention from regular ongoing business operations due to integration activities; (ii) potential unknown or inestimable liabilities associated with Inigo; (iii) uncertainty about the expected future financial performance and results of Inigo and its businesses, including potential volatility in our earnings and loss ratios; (iv) the possibility that we may be unable to realize the anticipated benefits of the transaction including the expected financial impact of the Inigo acquisition on us, capital efficiencies and benefits of scale and non-correlated diversification; (v) risks associated with entering new markets and lines of business in which the existing Radian Group leadership team has limited prior experience; (vi) our ability to comply with new regulatory requirements and manage international operations; (vii) risks associated with the geographic expansion of our employee base, including any inability to maintain an effective Company culture; and (viii) the risk that we are unable to attract, hire, and retain key and highly skilled employees and to motivate them to perform.

The use of the Intercompany Note to fund a portion of the Inigo acquisition reduced our liquidity and Radian Guaranty’s PMIERs Cushion, and subjects us to certain conditions and compliance obligations associated with the Intercompany Note which could adversely affect us and our financial condition.

Radian Group paid a portion of the cash consideration for the Inigo acquisition with proceeds from the Intercompany Note. As a condition to receiving the approval of the Pennsylvania Insurance Department for the Intercompany Note, we have agreed to provide certain enhanced reporting to the Pennsylvania Insurance Department while the Intercompany Note is outstanding and to prepay the borrowing prior to maturity, in whole or in part, if Radian Guaranty needs additional liquidity to meet its policyholder obligations. Additionally, Radian Guaranty is required to comply with certain conditions while the Intercompany Note is outstanding, including, most notably, obtaining prior approval from the Pennsylvania Insurance Department for all dividends paid by Radian Guaranty for a period of at least three years and no more than five years, and maintaining a minimum policyholders’ surplus of $500 million. The Intercompany Note reduced Radian Guaranty’s PMIERs Cushion by the principal amount of the note.

In addition to the proceeds from the Intercompany Note, the Company used cash and liquid investments on its balance sheet, and borrowed under its revolving credit facility, to pay the remaining cash portion of the closing consideration of $1.65 billion for the Inigo acquisition, which reduced the Company’s liquidity and available liquidity post-closing. Further, as discussed above, the conditions in place while the Intercompany Note is outstanding could reduce or delay the payment of dividends from Radian Guaranty to Radian Group, which could further negatively impact Radian Group’s liquidity and financial flexibility.

Our use of cash and the Intercompany Note to fund a portion of the purchase price of the Inigo acquisition and the resulting reduction in our liquidity and Radian Guaranty’s PMIERs Cushion, may, among other things, limit our flexibility to pursue other business opportunities, increase our vulnerability to adverse economic and industry conditions, or negatively impact our credit ratings. We also may pursue financing transactions to raise capital, increase our liquidity and strengthen our financial position, which transactions may be unavailable to us on attractive terms or at all.

We may face difficulties, unforeseen liabilities, or rating actions from our acquisition or the integration of Inigo and may not realize all of the anticipated benefits of such acquisition.

Our acquisition of Inigo exposes us to risks arising from, among other factors, economic, operational, strategic, financial, tax, legal, regulatory and compliance, any one or a combination of which could possibly result in the failure to realize the anticipated economic, strategic or other benefits of the transaction. Additionally, the acquisition exposes us to additional information technology, cybersecurity and data privacy risks. Differences in systems, architectures, controls, third-party dependencies and regulatory environments may increase the complexity of aligning technologies and cybersecurity practices. We may also inherit legacy software or technologies, previously unidentified vulnerabilities or incompatible architectures. If we are unable to effectively manage post-acquisition risks, we may encounter increased costs, operational disruptions, cybersecurity incidents, regulatory exposure or reputational harm, any of which could adversely affect our business or operations.

Further, the integration of the operations and employees of Inigo may prove more difficult than anticipated, due to unknown or contingent liabilities; unanticipated issues in integrating information, management style, controls and procedures, servicing and originations practices, communications and other systems including information technology systems; unanticipated incompatibility of purchasing, logistics, marketing and administration methods; and employee, customer, business partner and service provider retention difficulties, any of which may result in failure to achieve financial objectives associated with the acquisition or a significant diversion of management attention which could negatively impact our overall bottom line.

We could also be subject to additional risks associated with our expansion into new geographic regions through the Inigo acquisition. These risks include the impact of poor general economic or market conditions due to geopolitical conflicts, natural disasters or other localized issues; increased regulatory risk associated with international operations; and changes in assets and liabilities acquired if subject to foreign currency exchange rate fluctuations.

Any of the additional risks described above and other potential impacts of the Inigo acquisition could also have unintended consequences on ratings assigned by the rating agencies to us and could prevent us from achieving the benefits we expect from such transaction and/or result in a material adverse effect on our business.

Risks Related to the Divestiture of our Mortgage Conduit, Title and Real Estate Services Businesses

We face risks associated with our decision to divest our Mortgage Conduit, Title and Real Estate Services businesses and we may fail to realize the anticipated benefits of these strategic divestitures.

We face risks associated with our decision to divest our Mortgage Conduit, Title and Real Estate Services businesses including: (i) the potential inability to complete any or all of the divestiture transactions, on the anticipated timeline or at all, including as a result of risks and uncertainties related to securing necessary regulatory and third-party approvals and consents; (ii) any impact of the decision to divest these businesses on our ability to attract, hire and retain key and highly skilled personnel; (iii) any disruption of current plans and operations caused by the decision to divest these businesses, making it more difficult to conduct business as usual or maintain relationships with current or future service providers, customers, employees, vendors and financing sources; (iv) exposure to unanticipated liabilities (including, among other things, those arising from representations and warranties made to a buyer regarding the businesses) or ongoing obligations to support the businesses following such divestitures; (v) difficulties in the separation of operations, services, data and

technology; (vi) the potential need to provide transitional services and/or to agree to retain or assume certain liabilities; and (vii) the terms, timing, structure, benefits and costs of any divestiture transaction for each of the businesses.

For these and other reasons there can be no assurance that we will be able to sell our Mortgage Conduit, Title and Real Estate Services businesses at a price and on terms that are acceptable to us, or at all. In addition, if the sale of any or all of these businesses cannot be completed, it could cause the potential diversion of management’s attention, we may be forced to wind down one or more of these businesses and we may be required to take impairment charges or write-downs of the assets associated with one or more of these businesses. If we fail to complete the strategic divestitures, it could have a material adverse effect on our financial condition and results of operations.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cybersecurity Governance and Risk Management

Information security is a significant operational risk for financial institutions such as Radian and includes the risk of loss resulting from cyberattacks.

To help mitigate this risk, Radian has designed and maintains an Information Security Program that is intended to protect our corporate data as well as data entrusted to us by our customers and partners. The Information Security Program is built on a risk-based approach that identifies and prioritizes cyber threats based on their potential impact on our strategy, operations and assets. This program is aligned with our enterprise risk management program, extends across business lines and encompasses written policies on cybersecurity. The Company has assigned executive ownership of and accountability for the Information Security Program to the Chief Information Security Officer, who leads a dedicated team of trained staff to protect the confidentiality, integrity and availability of information assets. Our Chief Information Security Officer has over 30 years of diverse industry experience, including serving in similar roles overseeing cybersecurity programs, as well as serving in numerous board and advisory capacities. Several members of the Information Security team hold advanced degrees as well as industry-recognized certifications in cybersecurity and related disciplines. The Information Security Program also utilizes third-party managed security services where appropriate. Our Information Security Program utilizes multiple layers of security controls that are intended to protect information assets and operations. As a guideline to manage our cybersecurity-related risk, we use the National Institute of Standards and Technology Cybersecurity Framework, which outlines information security measures and controls over five functions: Identify, Protect, Detect, Respond and Recover. This does not imply that we meet any particular technical standards, specifications or requirements. Our risk management process is designed for the purpose of identifying, assessing and mitigating potential threats and uncertainties that may impact the achievement of our business objectives. This process involves engaging relevant stakeholders, conducting regular risk assessments, and staying informed about industry-specific risks and market trends. Identified risks are evaluated based on their potential impact and likelihood of occurrence.

As a Company, we have developed key security services, including data governance, encryption, vulnerability management, systems and network monitoring, access controls, application security, threat detection, incident response, employee awareness training and assessment of our third-party service providers. We regularly test our incident response readiness and reporting through tabletop exercises, external and internal penetration testing and internal security testing so that identified risks and incidents are escalated and communicated for appropriate remediation activities that are intended to reduce risks to an acceptable level. Our board of directors has ultimate oversight of cybersecurity risk, which it manages in coordination with the Risk Committee of our board of directors as part of our enterprise risk management program. The Risk Committee regularly reviews the Company’s enterprise risk management program and Information Security Program with management and reports to the board of directors. The Chief Information Security Officer reports directly to our Chief Digital Officer and presents at least annually to the Company’s full board of directors about the overall effectiveness of the Information Security Program, as well

as quarterly to the Risk Committee. Radian’s board of directors approves the written Information Security Policy and Information Security Program documents annually. Collectively, these documents describe the structure, scope, organization and requirements of the Information Security Program, as well as the responsibility and authority of the Chief Information Security Officer. To further maintain governance and oversight over the Information Security Program, we have established an Information Security Council and Executive Information Security Committee composed of our Chief Information Security Officer and colleagues with experience, education and ongoing training in information security, cybersecurity risk and information governance. In addition, our Chief Executive Officer receives regular updates from the Chief Information Security Officer, reviews reports of key developments involving our Information Security Program and meets with our Information Security team at least quarterly to review the readiness and effectiveness of our program. We also utilize both internal and external auditors to provide independent assessments of our Information Security Program. Cybersecurity incidents are reviewed at least quarterly by management, the appropriate executive committees and the board of directors or its committees.

During the reporting period, we were not impacted by any cybersecurity incidents that we believe are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

While the Information Security Program is reasonably designed to mitigate the risk of cybersecurity events, we cannot provide assurance that we will not be subject to a cybersecurity event. In “Item 1A. Risk Factors,” see “We could incur significant liability or reputational harm if the security of our information technology systems, or of our third-party vendors or service providers, is breached, including as result of a cyberattack, or we otherwise fail to protect confidential information, including personally identifiable information that we maintain.”

Item 2. Properties

In addition to leases of other properties and facilities to support our business operations, we currently lease approximately 30,000 square feet of office and storage space for our corporate headquarters, located at 550 East Swedesford Road, Suite 350, in Wayne, Pennsylvania. This property is used for our corporate functions and by certain of our businesses.

We believe our existing properties are suitable and adequate for their intended use. See Note 13 of Notes to Consolidated Financial Statements for additional information regarding our lease commitments.

Item 3. Legal Proceedings

We are not currently subject to any material legal proceedings. See Note 13 of Notes to Consolidated Financial Statements for additional information regarding legal proceedings that may arise in the ordinary course of business and certain risks presented by such matters.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “RDN.” On February 18, 2026, there were 136,272,409 shares of our common stock outstanding and 78 holders of record.

During 2024 and 2025, we declared and paid a quarterly cash dividend of $0.245 and $0.255 per share, respectively. We presently expect to continue to declare a regular quarterly dividend on our common stock. For information on Radian Group’s

ability to pay dividends, see “Limitations on Payments of Dividends” below and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Liquidity Analysis—Holding Company—Dividends and Dividend Equivalents.”

Information in Item 12 of this report under the caption “Equity Compensation Plans” is incorporated herein by reference.

Unregistered Sales of Equity Securities

In the last three years, no equity securities of the Company 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 December 31, 2025.

Share repurchase program
($ in thousands, except per-share amounts)	Total Number <br>of Shares <br>Purchased (1)		Average<br>Price <br>Paid per<br>Share		Total Number of<br>Shares Purchased<br>as Part of Publicly<br>Announced Plans<br>or Programs (2)		Approximate Dollar<br>Value of Shares that<br>May Yet Be Purchased<br>Under the Plans or<br>Programs (2)
Period
10/1/2025 to 10/31/2025		6,873	$	33.91		—	$	862,763
11/1/2025 to 11/30/2025		2,925		36.39		—		862,763
12/1/2025 to 12/31/2025		1,450		36.77		—		862,763
Total		11,248				—

Includes 11,248 shares tendered by employees for payment of taxes withheld on the vesting of certain RSUs granted under the Company’s equity compensation plans.
In January 2023, Radian Group’s board of directors approved a share repurchase program authorizing the Company to spend up to $300 million, excluding commissions, to repurchase Radian Group common stock in the open market or in privately negotiated transactions, based on market and business conditions, stock price and other factors. In May 2024, Radian Group’s board of directors approved an extension of this program to June 2026, as well as a $600 million increase in authorization for this program, bringing the total authorization to repurchase shares up to $900 million, excluding commissions. In May 2025, Radian Group’s board of directors authorized the Company to spend up to an additional $750 million, excluding commissions, to repurchase Radian Group common stock in the open market or in privately negotiated transactions, based on market and business conditions, stock price and other factors. Under this May 2025 authorization, the full amount remained available as of December 31, 2025. Use of this authorization will commence once the first authorization is exhausted or expires, whichever occurs earlier, and is scheduled to expire in December 2027. See Note 14 of Notes to Consolidated Financial Statements for additional details on our share repurchase plan.

Limitations on Payment of Dividends

Radian Group is not subject to any legal or contractual limitations on its ability to pay dividends except as described below. The Company is subject to dividend limitations generally applicable to corporations that are incorporated in Delaware. In addition, pursuant to Radian Group’s revolving credit facility and the Parent Guarantees, Radian Group is permitted to pay dividends so long as no event of default exists and the Company is in pro forma compliance with the applicable financial covenants in the agreements on the date a dividend is declared. See Note 12 of Notes to Consolidated Financial Statements for additional details.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report on Form 10-K. Certain terms and acronyms used throughout this report are defined in the Glossary of Abbreviations and Acronyms included as part of this report.

Some of the information in this discussion and analysis or included elsewhere in this report, including information with respect to our projections, plans and strategy for our business, are forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and the timing of events could differ materially from those anticipated by these forward-looking statements as a result of many factors, including those discussed under “Cautionary Note Regarding Forward-Looking Statements—Safe Harbor Provisions” and in the Risk Factors detailed in Item 1A of this Annual Report on Form 10-K.

INDEX TO ITEM 7	Page
Overview	75
Key Factors Affecting Our Results	77
Mortgage Insurance Portfolio Metrics	80
Results of Operations—Consolidated	85
Liquidity and Capital Resources	94
Critical Accounting Estimates	101

Overview

As a leading U.S. private mortgage insurer, Radian provides solutions that expand access to affordable, responsible and sustainable homeownership and helps borrowers achieve their dream of owning a home. As of December 31, 2025, we had one reportable business segment, Mortgage Insurance.

Our Mortgage Insurance segment aggregates, manages and distributes U.S. mortgage credit risk for the benefit of mortgage lending institutions and mortgage credit investors, principally through private mortgage insurance on residential first-lien mortgage loans.

In addition to our Mortgage Insurance segment, we previously reported in an All Other category activities consisting of: (i) income (losses) from assets held by Radian Group, our holding company; (ii) general corporate operating expenses not attributable or allocated to our reportable segment; and (iii) the results from certain other immaterial activities and operating segments, including our Mortgage Conduit, Title and Real Estate Services businesses. As further described in Notes 1 and 3 of Notes to Consolidated Financial Statements, in September 2025, following a comprehensive strategic review, Radian Group’s board of directors approved a plan to divest our Mortgage Conduit, Title and Real Estate Services businesses. As a result, we have reclassified the results related to these businesses to discontinued operations for all periods presented in our consolidated statements of operations.

Also in the third quarter of 2025, following the comprehensive strategic review, we announced that we had entered into a definitive agreement to acquire Inigo, a Lloyd’s specialty insurer, as part of the Company’s planned strategic transformation to a global multi-line specialty insurer. See Note 1 of Notes to Consolidated Financial Statements for additional information on this acquisition, which closed on February 2, 2026. We will begin to include Inigo’s results in our consolidated financial statements beginning in the first quarter of 2026.

Consistent with the trends observed in recent periods, the economic and market conditions impacting our results for the year ended 2025 remained generally favorable. These trends include: (i) a strong credit environment and housing market; (ii) higher Persistency in our Mortgage Insurance business due to low levels of mortgage refinancings, resulting from the interest rates of mortgages in our insured portfolio generally remaining below prevailing interest rates; and (iii) strong mortgage insurance fundamentals, including stringent underwriting and product standards, higher-quality borrowers with strong credit profiles and strengthened servicing standards and government support to help borrowers stay in their homes. We are monitoring trends in different credit asset classes, including recent reports of stress in certain asset classes, however the loans

in our portfolio and loans in the broader conventional mortgage segment continue to perform well. We continue to experience strong cure activity and low claims levels. See also “Key Factors Affecting Our Results,” below for additional discussion of the primary factors affecting the operating environment for our Mortgage Insurance business. Despite risks and uncertainties, including those set forth in “Item 1A. Risk Factors,” our outlook on the Mortgage Insurance business remains positive.

The following charts provide a perspective on mortgage origination volumes and private mortgage insurance penetration in recent periods.

Mortgage origination market (1)

	Origination Market <br>(In billions)	Q1<br>2023		Q2<br>2023		Q3<br>2023		Q4<br>2023		Q1<br>2024		Q2<br>2024		Q3<br>2024		Q4<br>2024		Q1<br>2025		Q2<br>2025		Q3<br>2025		Q4<br>2025
■	Refinance	$	49	$	63	$	57	$	50	$	61	$	66	$	91	$	139	$	102	$	137	$	154	$	235
■	Purchase		259		358		346		298		286		361		366		323		276		374		380		341
	Total	$	308	$	421	$	403	$	348	$	347	$	427	$	457	$	462	$	378	$	511	$	534	$	576
Private mortgage insurance penetration of mortgage origination market (1)
---

	Market <br>Penetration (%)	Q1<br>2023	Q2<br>2023	Q3<br>2023	Q4<br>2023	Q1<br>2024	Q2<br>2024	Q3<br>2024	Q4<br>2024	Q1<br>2025	Q2<br>2025	Q3<br>2025	Q4<br>2025
●	Purchase	24.4%	22.4%	22.3%	19.4%	19.8%	21.7%	21.8%	21.9%	19.9%	20.4%	20.8%	20.9%
●	Overall	21.0%	19.4%	19.4%	17.0%	16.8%	18.7%	18.1%	17.0%	15.3%	15.9%	15.8%	15.2%
●	Refinance	2.9%	2.3%	2.0%	2.3%	2.7%	2.5%	3.3%	5.5%	3.0%	3.6%	3.4%	6.9%

Based on actual dollars generated in the credit enhanced market as reported by HUD and publicly reported industry information. Mortgage originations are based upon the average of originations reported by the Mortgage Bankers Association, Freddie Mac and Fannie Mae in their most recent published industry reports.

Although it is difficult to project future volumes, recent industry projections indicate that total mortgage originations are expected to reach approximately $2.3 trillion in 2026, representing an increase of 15% compared to 2025.

Based on estimates of private mortgage insurance penetration, the private mortgage insurance market is projected to be moderately larger in 2026 relative to the estimated $300 billion market size in 2025. Homebuyer demand and a potential modest decline in interest rates would support a growing purchase market in 2026, which is expected to benefit mortgage insurers due to the higher propensity for purchased loans to require private mortgage insurance compared to refinanced loans. Additionally, an anticipated decrease in interest rates would be expected to result in increased refinance originations in 2026.

As we enter 2026, rate softening is occurring in several insurance and reinsurance lines in which our Specialty Insurance business participates, which is primarily attributable to excess capacity after a benign loss year in 2025. In the area of reinsurance, this can impact both premiums written for reinsurance coverage we write as well as the cost of coverage for reinsurance and retrocession coverage we obtain.

See Note 5 of Notes to Consolidated Financial Statements for additional information about our business. See “Key Factors Affecting Our Results” and “Mortgage Insurance Portfolio Metrics” below for additional discussion on specific key drivers that affect our performance.

Key Factors Affecting Our Results

The discussion below summarizes the key factors affecting our Mortgage Insurance business.

Mortgage Insurance

NIW

Our current business strategy for our Mortgage Insurance business is to write NIW that we believe will generate future earnings and economic value while effectively maintaining the portfolio’s health, balance and profitability. NIW increases our IIF and our premiums written and earned. NIW is affected by the overall size of the mortgage origination market, the penetration percentage of private mortgage insurance into the overall mortgage origination market and our market share of the private mortgage insurance market. Private mortgage insurance penetration has generally been higher on new mortgages for purchased homes than on the refinance of existing mortgages because average LTVs are typically higher on home purchases, and therefore, these lower down payment loans are more likely to require mortgage insurance. The penetration percentage of private mortgage insurance is mainly influenced by: (i) the competitiveness of private mortgage insurance for GSE conforming loans compared to FHA and VA insured loans and (ii) the relative percentage of mortgage originations that are for purchased homes versus refinancings.

IIF and Persistency

Our IIF is one of the primary drivers of our future premiums that we expect to earn over time. Although not reflected in the current period financial statements, nor in our reported book value, we expect our IIF to generate substantial earnings in future periods due to the high credit quality of our current mortgage insurance portfolio and our expectations for future Persistency Rates.

The ultimate profitability of our Mortgage Insurance business is affected by the impact of mortgage prepayment speeds on the mix of business we write. The measure for assessing the impact of policy cancellations on our IIF is our Persistency Rate, defined as the percentage of IIF that remains in force over a period of time. Assuming all other factors remain constant, over the life of the policies, prepayment speeds have an inverse impact on IIF and the expected revenue from our Monthly Premium Policies. Slower loan prepayment speeds, demonstrated by a higher Persistency Rate, result in more IIF remaining in place, providing increased revenue from Monthly Premium Policies over time as premium payments continue. Earlier than anticipated loan prepayments, demonstrated by a lower Persistency Rate, reduce IIF and the revenue from our Monthly Premium Policies. Among other factors, prepayment speeds may be affected by changes in interest rates and other macroeconomic factors. A rising interest rate environment generally will reduce refinancing activity and result in lower prepayments, whereas a declining interest rate environment generally will increase the level of refinancing activity and therefore increase prepayments.

In contrast to Monthly Premium Policies, when Single Premium Policies are canceled by the insured because the loan has been paid off or otherwise, we accelerate the recognition of any remaining unearned premiums, net of any refunds that

may be owed to the borrower. Although these cancellations reduce IIF, assuming all other factors remain constant, the profitability of our Single Premium business increases when Persistency Rates are lower.

Premiums

The premium rates we charge for our insurance are based on multiple borrower, loan and property characteristics. The mortgage insurance industry is highly competitive and private mortgage insurers compete with each other and with the FHA and VA with respect to price and other factors.

Our pricing is risk-based and is intended to generally align with the capital requirements under the PMIERs, while also considering pricing trends within the private mortgage insurance industry among other factors. As a result, our pricing is expected to generate relatively consistent returns across the credit spectrum. In developing our pricing strategies, we monitor various competitive and economic factors while seeking to maximize the long-term economic value of our portfolio by balancing credit risk, lender and geographic concentration risk, profitability and volume considerations, and aim to achieve an overall risk-adjusted rate of return on capital given our modeled performance expectations. Our actual portfolio returns will depend on a number of factors, including the success of our pricing strategy, economic conditions, the mix of NIW that we are able to write, our pricing, the amount of reinsurance we use and the level of capital we hold, including amounts that may be in excess of minimum PMIERs financial and statutory capital requirements. See “Item 1. Business—Mortgage Insurance—Pricing—Primary Mortgage Insurance Premiums.”

Our pricing actions gradually affect our results over time, as existing IIF cancels and is replaced with NIW at current pricing. See “Mortgage Insurance Portfolio Metrics—New Insurance Written” for additional information.

Premiums on our mortgage insurance products are generally paid either on an installment basis, pursuant to Monthly Premium Policies, or in a single payment at the time of loan origination, pursuant to Single Premium Policies. See “Item 1. Business—Mortgage Insurance—Pricing—Primary Mortgage Insurance Premiums.” As discussed above, the ultimate profitability of Single Premium Policies may be higher or lower than expected due to the impact of prepayment speeds. See “IIF and Persistency” above.

Monthly Premium Policies typically provide a level monthly premium for the first 10 years of the policy, followed by a lower level monthly premium thereafter. Generally, a borrower is able to cancel the policy when the LTV reaches 80% of the original value, and the servicer is required to review the policy for automatic cancellation on the date the LTV is scheduled to reach 78% of the original value. As a result, the volume of loans that remain insured after 10 years and would be subject to the premium reset is generally not material in relation to the total loans originated. However, to the extent the volume of loans resetting from year to year varies significantly, the trend in earned premiums may also vary.

Losses

Incurred losses reduce our pretax income from continuing operations and represent the estimated future claim payments on newly defaulted insured loans as well as any change in our claim estimates for existing defaults, including changes in our estimates with respect to the frequency, magnitude and timing of anticipated losses on defaulted loans. Factors influencing incurred losses include:

The mix of credit characteristics in our total direct RIF (e.g., loans with higher risk characteristics, or loans with layered risk that combine multiple higher-risk attributes within the same loan, generally result in more delinquencies and claims). See “Mortgage Insurance Portfolio Metrics—Insurance and Risk in Force;”
The average loan size (relatively higher priced properties with larger average loan amounts may result in higher incurred losses);
The percentage of coverage on insured loans (higher percentages of insurance coverage generally correlate with higher incurred losses) and the presence of structural mitigants such as deductibles or stop losses;
Changes in housing values (declines in housing values generally make it more difficult for borrowers to sell a home to avoid default or for the property to be sold to mitigate a claim, and also may negatively affect a borrower’s willingness to continue to make mortgage payments when the home value is less than the mortgage balance; conversely, increases in housing values tend to reduce the level of defaults as well as make it more likely that foreclosures will result in the loan being satisfied);
The distribution of claims over the life cycle of a portfolio (historically, claims are relatively low during the first two years after a loan is originated and then increase over a period of several years before declining; however, several factors can impact and change this cycle, including the economic environment, the quality of the underwriting of the loan, characteristics of the mortgage loan, the credit profile of the borrower, housing prices and unemployment rates); and
Our ability to mitigate potential losses through Rescissions, Claim Denials, cancellations and Claim Curtailments on claims submitted to us.

Risk Distribution

We use third-party reinsurance in our Mortgage Insurance business to manage capital and risk in an effort to optimize the amounts and types of capital and risk distribution deployed against insured risk. The objectives of our risk distribution strategy include: (i) supporting our overall capital plan by reducing our cost of capital, increasing capital efficiency and enhancing our projected returns on capital and (ii) reducing portfolio risk and financial volatility through economic cycles. We have distributed risk through traditional quota share and excess-of-loss reinsurance arrangements, as well as to investors through the capital markets using mortgage insurance-linked notes transactions.

When we enter into a quota share reinsurance agreement, the reinsurer receives a premium and, in exchange, agrees to insure an agreed upon portion of incurred losses. These arrangements reduce our earned premiums but also reduce our net RIF, which provides capital relief, including under the PMIERs financial requirements. In addition, our incurred losses are reduced by any incurred losses ceded in accordance with the reinsurance agreement, which reduces the volatility of our provision for losses in certain stressed economic environments, and we often receive ceding commissions from the reinsurer as part of the transaction, which, in turn, reduce our reported operating expenses and policy acquisition costs.

Our XOL Program accesses reinsurance coverage through traditional excess-of-loss reinsurance arrangements, as well as through the capital markets through the Eagle Re Issuers’ mortgage insurance-linked notes transactions. Our XOL Program reduces our earned premiums, but also reduces our net RIF and PMIERs financial requirements, and potentially our incurred losses, which are allocated in accordance with the structure of the transaction. The Eagle Re Issuers are special purpose VIEs that are not consolidated in our consolidated financial statements because we do not have the unilateral power to direct those activities that are significant to their economic performance.

See Note 8 of Notes to Consolidated Financial Statements for more information about our reinsurance arrangements, including the total assets and liabilities of the Eagle Re Issuers.

Investment Income

Investment income is determined primarily by the investment balances held and the average yield on our overall investment portfolio. Increases in our investment balances and average yields result in higher pretax income from continuing operations and operating cash flows, while declining balances and yields can negatively affect our financial results.

Other Operating Expenses

Our other operating expenses include salaries and other base employee costs, variable and share-based incentive compensation and other general operating expenses, such as fees for professional and consulting services, software, rent and depreciation, among other costs. Employee related expenses are driven by our headcount, which can fluctuate due to the amount of our NIW and IIF, as well as our plans for other business initiatives. Our other operating expenses may also fluctuate due to the impact of performance on our incentive compensation programs, as a result of our pay-for-performance approach to compensation that is based on the level of achievement of both short-term and long-term goals.

These operating expenses are reported net of ceding commissions associated with our QSR Program. As a result, changes to our QSR Program and the amount of our ceded premiums earned also can impact our other operating expenses.

Other Factors

Net Gains (Losses) on Investments and Other Financial Instruments

Net gains (losses) on investments and other financial instruments also may impact our consolidated results in the ordinary course. The recognition of realized investment gains or losses can vary significantly across periods, as the activity is

highly discretionary based on the timing of individual securities sales due to such factors as market opportunities, our tax and capital profile and overall market cycles.

Unrealized gains and losses arise primarily from changes in the market value of our investments that are classified as trading or equity securities. These valuation adjustments may not necessarily result in realized economic gains or losses.

Mortgage Insurance Portfolio Metrics

New Insurance Written

The following table provides selected information 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).

NIW
	Years Ended December 31,
($ in millions)	2025			2024			2023
NIW	$	55,166		$	51,984		$	52,670
Primary risk written	$	14,495		$	13,186		$	13,533
Average coverage percentage		26.3	%		25.4	%		25.7	%
NIW by loan purpose
Purchases		92.1	%		95.3	%		98.5	%
Refinances		7.9	%		4.7	%		1.5	%
NIW by premium type
Direct Monthly and Other Recurring Premiums		96.6	%		96.4	%		96.0	%
Direct single premiums		3.4	%		3.6	%		4.0	%
NIW by FICO score (1)
>=740		66.1	%		69.6	%		65.4	%
680-739		29.1	%		25.1	%		28.9	%
620-679		4.8	%		5.3	%		5.7	%
<=619		0.0	%		0.0	%		0.0	%
NIW by LTV (1)
95.01% and above		16.6	%		16.1	%		16.9	%
90.01% to 95.00%		44.2	%		38.0	%		39.4	%
85.01% to 90.00%		30.2	%		31.8	%		29.9	%
85.00% and below		9.0	%		14.1	%		13.8	%

At origination.

Insurance and Risk in Force

Year of origination - IIF
($ in billions)	IIF as of:
By vintage	December 31, 2025				December 31, 2024				December 31, 2023
2025	$	52.3	18.5	%	$	—	—	%	$	—	—	%
2024		42.7	15.1	%		49.3	17.9	%		—	—	%
2023		38.3	13.6	%		45.3	16.5	%		50.6	18.7	%
2022		47.1	16.7	%		54.2	19.7	%		60.5	22.4	%
2021		43.3	15.3	%		53.5	19.4	%		65.7	24.3	%
2020		27.1	9.6	%		34.1	12.4	%		45.1	16.7	%
2009 - 2019		25.9	9.2	%		32.2	11.7	%		40.4	15.0	%
2008 & Prior		5.8	2.0	%		6.5	2.4	%		7.7	2.9	%
Total	$	282.5	100.0	%	$	275.1	100.0	%	$	270.0	100.0	%

The primary driver of the future premiums that we expect to earn over time is our IIF, which increases as a result of our NIW and decreases as a result of policy cancellations and amortization.

Historically, there is a close correlation between interest rates and Persistency Rates. Higher interest rate environments generally decrease refinancings, which decrease the cancellation rate of our insurance and positively affect our Persistency Rates. As shown in the table below: (i) our 12-month Persistency Rate at December 31, 2025, was flat as compared to the same period in 2024 and (ii) our quarterly, annualized Persistency Rate decreased at December 31, 2025, as compared to the same period in 2024. We believe the decrease in the quarterly, annualized Persistency Rate is primarily attributable to an increase in refinance activity in the fourth quarter of 2025, a result of the decline in interest rates in that quarter, as further described below.

Following three consecutive years of benchmark interest rate increases, the U.S. Federal Reserve initiated its first benchmark interest rate reductions in late 2024, followed by additional reductions occurring between September 2025 and December 2025. Typically, lower benchmark interest rates lead to a reduction in longer-term U.S. treasury rates and result in lower mortgage interest rates and a corresponding increase in mortgage refinance transactions. However, we do not expect these recent interest rate changes will have a significant impact on our Persistency Rate in the near term. As of December 31, 2025, approximately half of our IIF had a mortgage note interest rate of 5.5% or less, which remains below the current prevailing mortgage interest rates based on reported industry averages. If mortgage rates were to decrease further, however, refinance volumes could increase, similar to the effect observed in the fourth quarter of 2025, which could have a negative impact on our Persistency Rate and the size of our IIF portfolio. See “If the length of time that our mortgage insurance policies remain in force declines it could result in a decrease in our future revenues” under “Item 1A. Risk Factors” for more information.

The following table provides selected information as of and for the periods indicated related to Mortgage Insurance IIF and RIF. Throughout this report, unless otherwise noted, RIF is presented on a gross basis and includes the amount ceded under reinsurance. RIF and IIF for direct Single Premium Policies include policies written on an individual basis (as each loan is originated) and on an aggregated basis (in which each individual loan in a group of loans is insured in a single transaction, typically after the loans have been originated).

IIF and RIF
	As of December 31,
($ in millions)	2025			2024			2023
Primary IIF	$	282,519		$	275,126		$	269,979
Primary RIF	$	74,704		$	72,074		$	69,710
Average coverage percentage		26.4	%		26.2	%		25.8	%
Persistency Rate (12 months ended)		83.6	%		83.6	%		84.0	%
Persistency Rate (quarterly, annualized) (1)		81.6	%		82.7	%		85.8	%
Primary RIF by premium type
Direct Monthly and Other Recurring Premiums		91.0	%		90.0	%		88.9	%
Direct single premiums		9.0	%		10.0	%		11.1	%
Primary RIF by FICO score (2)
>=740		60.7	%		60.1	%		58.5	%
680-739		32.4	%		32.6	%		33.9	%
620-679		6.7	%		7.0	%		7.3	%
<=619		0.2	%		0.3	%		0.3	%
Primary RIF by LTV (2)
95.01% and above		20.7	%		19.8	%		18.6	%
90.01% to 95.00%		48.6	%		47.9	%		48.2	%
85.01% to 90.00%		26.4	%		27.3	%		27.1	%
85.00% and below		4.3	%		5.0	%		6.1	%

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.
At origination.

At December 31, 2025, 91% of our total Primary Mortgage RIF are Monthly and Other Recurring Premium Policies. Based on the current composition of our mortgage insurance portfolio, with Monthly Premium Policies comprising a much larger proportion of our total portfolio than Single Premium Policies, an increase in IIF generally has a corresponding positive impact on premiums earned, while a decrease in IIF generally has a corresponding negative impact on premiums earned. Reductions in IIF through cancellations of our insurance policies as a result of prepayments, as well as other insurance policy terminations such as Rescissions of coverage and claims paid, generally have a negative effect on premiums earned over time.

The following table provides our direct Primary Mortgage Insurance RIF by year of origination and selected information related to that risk as of the dates indicated.

Year of origination - RIF
	December 31,
	2025										2024
($ in millions)	RIF		Number of Defaults		Delinquency Rate			Percentage of Reserve for Losses			RIF		Number of Defaults		Delinquency Rate			Percentage of Reserve for Losses
2025	$	13,757		453		0.3	%		1.2	%	$	—		—		—	%		—	%
2024		10,865		1,826		1.5	%		7.3	%		12,516		585		0.4	%		1.7	%
2023		9,916		2,853		2.4	%		13.9	%		11,677		2,117		1.6	%		9.4	%
2022		12,444		4,503		3.0	%		24.6	%		14,121		4,181		2.5	%		23.2	%
2021		12,067		4,189		2.7	%		18.6	%		14,413		4,124		2.2	%		19.9	%
2020		7,458		2,044		1.8	%		7.4	%		9,302		2,215		1.6	%		8.9	%
2009 - 2019		6,734		5,998		4.2	%		17.1	%		8,395		7,008		4.0	%		23.7	%
2008 and prior		1,463		3,364		7.9	%		9.9	%		1,650		3,825		8.1	%		13.2	%
Total	$	74,704		25,230					100.0	%	$	72,074		24,055					100.0	%

Historical loan performance data indicates that credit scores and underwriting quality are key drivers of credit performance, and 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.

The following table illustrates the trends of our cumulative incurred loss ratios by year of origination and development year.

Cumulative incurred loss ratio by vintage (1)
Vintage	Dec<br>2016	Dec<br>2017	Dec<br>2018	Dec<br>2019	Dec<br> 2020 (2)	Dec<br> 2021 (2)	Dec<br>2022	Dec<br>2023	Dec<br>2024	Dec<br>2025
2016	2.9%	5.0%	4.8%	4.7%	9.7%	8.0%	3.7%	2.7%	2.1%	1.9%
2017		4.7%	5.1%	6.1%	14.3%	11.9%	5.1%	3.7%	2.9%	2.5%
2018			3.0%	6.4%	22.8%	19.0%	7.2%	4.9%	3.9%	3.5%
2019				2.8%	35.6%	23.5%	6.8%	4.6%	3.5%	3.1%
2020					25.6%	14.9%	6.0%	3.8%	3.1%	2.7%
2021						7.9%	10.9%	9.1%	8.0%	7.3%
2022							9.4%	15.2%	17.0%	17.6%
2023								7.1%	12.6%	14.6%
2024									6.9%	11.2%
2025										5.6%

Represents inception-to-date losses incurred as a percentage of net premiums earned.
Losses incurred in 2020 and 2021 across all vintages were elevated due to the impact of the COVID-19 pandemic.

Geographic Dispersion

The following table provides, as of the dates indicated, the percentage of our direct Primary Mortgage Insurance RIF and the associated percentage of our mortgage insurance reserve for losses (by location of property) for the top 10 states in the U.S. (as measured by our direct Primary Mortgage Insurance RIF as of December 31, 2025).

Top 10 U.S. states - RIF
	December 31,
	2025						2024
Top 10 States	RIF			Reserve for Losses			RIF			Reserve for Losses
Texas		10.5	%		12.8	%		10.3	%		11.8	%
California		8.0	%		8.8	%		8.3	%		8.9	%
Florida		5.5	%		8.0	%		5.5	%		8.4	%
Illinois		5.0	%		5.8	%		5.1	%		5.8	%
Virginia		4.3	%		2.5	%		4.4	%		2.5	%
Maryland		3.9	%		4.2	%		3.9	%		3.4	%
Colorado		3.8	%		2.7	%		3.7	%		2.2	%
Washington		3.8	%		2.4	%		3.7	%		1.8	%
Pennsylvania		3.7	%		3.0	%		3.7	%		3.2	%
New York		3.6	%		6.3	%		3.9	%		7.1	%
Total		52.1	%		56.5	%		52.5	%		55.1	%

The following table provides, as of the dates indicated, the percentage of our direct Primary Mortgage Insurance RIF and the associated percentage of our mortgage insurance reserve for losses (by location of property) for the top 10 Core Based Statistical Areas, referred to as “CBSAs,” in the U.S. (as measured by our direct Primary Mortgage Insurance RIF as of December 31, 2025).

Top 10 Core Based Statistical Areas - RIF
	December 31,
	2025						2024
Top 10 CBSAs (1)	RIF			Reserve for Losses			RIF			Reserve for Losses
New York-Newark-Jersey City, NY-NJ		4.6	%		7.6	%		5.0	%		8.9	%
Chicago-Naperville-Elgin, IL-IN		4.5	%		5.2	%		4.7	%		5.5	%
Washington-Arlington-Alexandria, DC-VA-MD-WV		4.2	%		4.0	%		4.4	%		3.5	%
Dallas-Fort Worth-Arlington, TX		3.4	%		4.8	%		3.4	%		3.9	%
Houston-Pasadena-The Woodlands, TX		3.0	%		4.1	%		3.0	%		4.3	%
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		2.6	%		2.1	%		2.7	%		2.4	%
Denver-Aurora-Centennial, CO		2.5	%		1.7	%		2.4	%		1.5	%
Seattle-Tacoma-Bellevue, WA		2.2	%		1.3	%		2.2	%		1.0	%
Minneapolis-St. Paul-Bloomington, MN-WI		2.1	%		1.9	%		2.2	%		1.8	%
Los Angeles-Long Beach-Anaheim, CA		2.1	%		2.5	%		2.3	%		2.2	%
Total		31.2	%		35.2	%		32.3	%		35.0	%

CBSAs are metropolitan areas and may include a portion of adjoining states as noted above.

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.

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 “Key Factors Affecting Our

Results—Mortgage Insurance—Risk Distribution” and Note 8 of Notes to Consolidated Financial Statements for more information about our reinsurance transactions.

The following table provides information about the amounts by which Radian Guaranty’s reinsurance programs reduced its Minimum Required Assets as of the dates indicated.

PMIERs benefit from risk distribution
	December 31,
($ in thousands)	2025			2024			2023
PMIERs impact - reduction in Minimum Required Assets
QSR Program	$	913,212		$	745,197		$	614,796
XOL Program
Traditional reinsurance agreements		479,501			160,742			218,294
Mortgage insurance-linked notes program		388,983			558,939			770,335
Total XOL Program		868,484			719,681			988,629
Total PMIERs impact	$	1,781,696		$	1,464,878		$	1,603,425
Percentage of gross Minimum Required Assets		31.8	%		27.4	%		30.6	%

See “Results of Operations—Consolidated—Revenues—Net Premiums Earned” for information about the impact on premiums earned from each of Radian Guaranty’s reinsurance programs.

Results of Operations—Consolidated

Radian Group serves as the holding company for our operating subsidiaries and does not have any operations of its own. Our consolidated operating results for 2025, 2024 and 2023 primarily reflect the financial results and performance of our Mortgage Insurance business.

As further described in Note 3 of Notes to Consolidated Financial Statements, in the quarter ended September 30, 2025, Radian Group’s board of directors approved a plan to divest our Mortgage Conduit, Title and Real Estate Services businesses. As a result, we have reclassified the results related to these businesses to discontinued operations for all periods presented in our consolidated statements of operations. Certain corporate expenses that were previously allocated to these businesses, as well as other general corporate expenses and income (losses) from assets held by Radian Group, were not reclassified to discontinued operations, and therefore have been reallocated to the Mortgage Insurance segment.

All amounts included in this “Results of Operations—Consolidated” section relate to continuing operations unless otherwise noted.

In addition to the results of our Mortgage Insurance reportable segment, pretax income (loss) from continuing operations is also affected by other factors. See “Use of Non-GAAP Financial Measures” below and “Key Factors Affecting Our Results” for more information.

The following table highlights selected information related to our consolidated results of operations for the periods indicated.

Summary results of operations - consolidated
	Years Ended December 31,									Change<br>Favorable (Unfavorable)
($ in thousands, except per-share amounts)	2025			2024			2023			2025 vs. 2024			2024 vs. 2023
Revenues
Net premiums earned	$	941,865		$	939,237		$	909,363		$	2,628		$	29,874
Net investment income		248,764			264,814			252,093			(16,050	)		12,721
Net gains (losses) on investments and other financial instruments		(24	)		(4,347	)		9,405			4,323			(13,752	)
Other income		6,479			6,595			6,441			(116	)		154
Total revenues		1,197,084			1,206,299			1,177,302			(9,215	)		28,997
Expenses
Provision for losses		66,768			(2,248	)		(42,136	)		(69,016	)		(39,888	)
Policy acquisition costs		25,039			27,316			24,578			2,277			(2,738	)
Other operating expenses		245,759			247,618			244,793			1,859			(2,825	)
Interest expense		68,290			88,006			86,188			19,716			(1,818	)
Total expenses		405,856			360,692			313,423			(45,164	)		(47,269	)
Pretax income from continuing operations		791,228			845,607			863,879			(54,379	)		(18,272	)
Income tax provision		173,049			185,292			188,019			12,243			2,727
Net income from continuing operations		618,179			660,315			675,860			(42,136	)		(15,545	)
Income (loss) from discontinued operations, net of tax		(35,539	)		(55,875	)		(72,741	)		20,336			16,866
Net income	$	582,640		$	604,440		$	603,119		$	(21,800	)	$	1,321
Diluted net income from continuing operations per share	$	4.39		$	4.28		$	4.22		$	0.11		$	0.06
Weighted average common shares outstanding—diluted		140,811			154,191			160,133			13,380			5,942
Return on equity from continuing operations		13.1	%		14.6	%		16.3	%		(1.5	)%		(1.7	)%
Non-GAAP Financial Measures (1)
Adjusted pretax operating income	$	801,687		$	867,214		$	859,141		$	(65,527	)	$	8,073
Adjusted diluted net operating income per share	$	4.45		$	4.39		$	4.20		$	0.06		$	0.19
Adjusted net operating return on equity		13.3	%		15.0	%		16.2	%		(1.7	)%		(1.2	)%

See “Use of Non-GAAP Financial Measures” below.

Revenues

Net Premiums Earned. The following tables provide additional information about the components of our net premiums earned for the periods indicated, including the effects of our reinsurance programs.

Net premiums earned
	Years Ended December 31,									Change<br>Favorable<br>(Unfavorable)
(In thousands, except as otherwise indicated)	2025			2024			2023			2025 vs. 2024			2024 vs. 2023
Direct
Premiums earned, excluding revenue from cancellations	$	1,051,773		$	1,040,678		$	1,015,238		$	11,095		$	25,440
Single Premium Policy cancellations		6,740			8,336			14,703			(1,596	)		(6,367	)
Direct		1,058,513			1,049,014			1,029,941			9,499			19,073
Ceded
Premiums earned, excluding revenue from cancellations		(180,301	)		(164,055	)		(165,870	)		(16,246	)		1,815
Single Premium Policy cancellations (1)		5,671			2,390			(3,903	)		3,281			6,293
Profit commission—other (2)		57,982			51,888			49,195			6,094			2,693
Ceded premiums, net of profit commission		(116,648	)		(109,777	)		(120,578	)		(6,871	)		10,801
Total net premiums earned	$	941,865		$	939,237		$	909,363		$	2,628		$	29,874
In force portfolio premium yield (in basis points) (3)		37.7			38.2			38.2			(0.5	)		(0.0	)
Direct premium yield (in basis points) (4)		38.0			38.5			38.8			(0.5	)		(0.3	)
Net premium yield (in basis points) (5)		33.8			34.5			34.3			(0.7	)		0.2
Average primary IIF (in billions) (6)	$	278.8		$	272.6		$	265.5		$	6.2		$	7.1

Includes the impact of related profit commissions.
Represents profit commissions under our QSR Program, excluding the impact of Single Premium Policy cancellations.
Calculated by dividing direct premiums earned, excluding revenue from cancellations, by average primary IIF.
Calculated by dividing direct premiums earned, by average primary IIF.
Calculated by dividing net premiums earned by average primary IIF. The calculation for all periods presented incorporates the impact of profit commission adjustments related to our reinsurance programs.
The average of beginning and ending balances of primary IIF, for each period presented.

Our in force portfolio premium yield was relatively stable for 2025, as compared to 2024. Based on current NIW pricing and the impact of the higher Persistency Rates we have been experiencing, we currently expect our in force portfolio premium yield in 2026 to continue to be stable; however, due to the potential impacts of Single Premium Policy cancellations and reinsurance, among other things, the net premium yield may fluctuate from period to period.

The level of mortgage prepayments affects the revenue ultimately produced by our Mortgage Insurance business and is influenced by the mix of business we write. See “Key Factors Affecting Our Results—Mortgage Insurance—IIF and Persistency” for more information.

The following table provides information related to the impact of our reinsurance transactions on premiums earned. See Note 8 of Notes to Consolidated Financial Statements for more information about our reinsurance programs.

Ceded premiums earned
	Years Ended December 31,
($ in thousands)	2025			2024			2023
QSR Program (1)	$	79,241		$	62,356		$	43,652
XOL Program
Mortgage insurance-linked notes program		30,469			38,797			76,926
Traditional reinsurance agreements		6,938			8,624			—
Total XOL Program		37,407			47,421			76,926
Total ceded premiums earned (2)	$	116,648		$	109,777		$	120,578
Percentage of total direct and assumed premiums earned		10.7	%		10.5	%		11.7	%

Includes the impact of changes in the profit commission retained by the Company due to changes in loss reserves.
Does not include the benefit from ceding commissions from the reinsurance agreements in our QSR Program, which is primarily included in other operating expenses on the consolidated statements of operations. See Note 8 of Notes to Consolidated Financial Statements for additional information.

Net Investment Income. The following table provides information related to our investments for the periods indicated.

Investment balances and yields
	Years Ended December 31,									Change<br>Favorable<br>(Unfavorable)
($ in thousands)	2025			2024			2023			2025 vs. 2024			2024 vs. 2023
Investment income	$	260,119		$	276,428		$	262,023		$	(16,309	)	$	14,405
Investment expenses		(11,355	)		(11,614	)		(9,930	)		259			(1,684	)
Net investment income	$	248,764		$	264,814		$	252,093		$	(16,050	)	$	12,721
Average investments (1)	$	6,300,990		$	6,560,026		$	6,485,409		$	(259,036	)	$	74,617
Average investment yield (2)		3.9	%		4.0	%		3.9	%		(0.1	)%		0.1	%

For each period presented, reflects the average of the beginning and ending amortized cost of our total investments for each month of the year.
Calculated by dividing net investment income by average investments balance.

Net investment income decreased for 2025 compared to 2024, primarily driven by declines in average investment balances and lower investment yields. The decline in average balances was primarily driven by the redemption of our $450 million senior notes in September 2024. Net investment income increased for 2024 compared to 2023 primarily due to increasing yields from higher interest rates and higher investment balances. See Note 7 of Notes to Consolidated Financial Statements for comparative detail about the components of our net investment income.

Net Gains (Losses) on Investments and Other Financial Instruments. See Note 7 of Notes to Consolidated Financial Statements for additional detail about our net gains (losses) on investments and other financial instruments by investment category.

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
	Years Ended December 31,									Change<br>Favorable<br>(Unfavorable)
($ in thousands, except reserve per new default)	2025			2024			2023			2025 vs. 2024			2024 vs. 2023
Current year defaults (1)	$	211,355		$	197,719		$	178,664		$	(13,636	)	$	(19,055	)
Prior year defaults (2)		(144,587	)		(199,967	)		(220,800	)		(55,380	)		(20,833	)
Total provision for losses	$	66,768		$	(2,248	)	$	(42,136	)	$	(69,016	)	$	(39,888	)
Loss ratio (3)		7.1	%		(0.2	)%		(4.6	)%		(7.3	)%		(4.4	)%
Reserve per new default (4)	$	4,100		$	3,913		$	4,060		$	(187	)	$	147

Related to 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.
Related to defaulted loans with a default notice dated in a year earlier than the year indicated, which have been continuously in default since that time.
Provision for losses as a percentage of net premiums earned.
Calculated by dividing provision for losses for new defaults, net of reinsurance, by the number of new primary defaults for each period.

The change in the provision for losses from 2024 to 2025 and from 2023 to 2024 was primarily driven by a reduction in favorable development on prior year defaults and an increase in current year new primary defaults, which impacted our mortgage insurance reserves.

Current year new primary defaults increased by 2% for 2025, as compared to 2024, and 15% for 2024, as compared to 2023, consistent with the natural seasoning of the portfolio given the increase in our IIF in recent years. Our gross Default to Claim Rate assumption for new primary defaults was 7.5% at both December 31, 2025 and 2024, and 8.0% at December 31, 2023. We continue to closely monitor the trends in Cures and claims paid for our default inventory, while also weighing the risks and uncertainties associated with the current economic environment.

Our provision for losses during 2025, 2024 and 2023 was positively impacted by favorable reserve development on prior year defaults, primarily as a result of more favorable trends in Cures than originally estimated. These Cures have been due primarily to favorable outcomes resulting from positive trends in home price appreciation, which has also contributed to a higher rate of claims that result in no ultimate loss and that are withdrawn by servicers as a result. These favorable observed trends resulted in reductions in our Default to Claim Rate and other reserve adjustments for prior year default notices. See Note 11 of Notes to Consolidated Financial Statements and “Item 1A. Risk Factors” for additional information.

Our primary default rate as a percentage of total insured loans at December 31, 2025, was 2.6% compared to 2.4% at December 31, 2024. The following table provides a rollforward of the number of our primary loans in default.

Rollforward of primary loans in default
	Years Ended December 31,
	2025			2024			2023
Beginning default inventory		24,055			22,021			21,913
New defaults		51,551			50,535			44,007
Cures (1) (2)		(48,910	)		(47,230	)		(42,843	)
Claims paid (1) (3)		(1,325	)		(1,127	)		(936	)
Rescissions and Claim Denials (1) (4)		(141	)		(144	)		(120	)
Ending default inventory		25,230			24,055			22,021

Prior periods have been recast to conform to current presentation for Cures, claims paid and Rescissions and Claim Denials.
Net of any cancelled defaulted policies that were reinstated back into an active default status during the period.
Includes any previously rescinded or denied policies that ultimately resulted in a paid claim during the period, and net of any previously paid claims that were reinstated into an active default status. Claims resolved without payment were moved from Cures into claims paid for all periods presented.
Net of any previous Rescissions and Claim Denials that were reinstated during the period. Such reinstated Rescissions and Claim Denials may ultimately result in a paid claim.

The following table provides additional information about our primary loans in default as of the dates indicated.

Primary loans in default - additional information
	December 31,
	2025					2024
	#		%			#		%
Missed payments - pre-foreclosure stage
Three payments or less		13,252		52.5	%		12,673		52.7	%
Four to eleven payments		7,813		31.0	%		7,517		31.3	%
Twelve payments or more		2,539		10.1	%		2,511		10.4	%
Foreclosure stage defaulted loans (1)		1,198		4.7	%		1,061		4.4	%
Pending claims		428		1.7	%		293		1.2	%
Total default inventory		25,230		100.0	%		24,055		100.0	%
Policies in force		985,755					985,089
Primary default rate				2.6	%				2.4	%

Loans in the stage of default in which a foreclosure sale has been scheduled or held.

We develop our Default to Claim Rate estimates on defaulted loans based 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 for additional details about our Default to Claim Rate assumptions.

Our aggregate weighted-average net Default to Claim Rate assumption for our primary defaulted loans used in estimating our reserve for losses, which is net of estimated Claim Denials and Rescissions, was 23% at both December 31, 2025 and 2024, and 25% at December 31, 2023. This decrease was primarily due to a shift in the mix of defaults as of December 31, 2025, and December 31, 2024, as compared to December 31, 2023, given the larger proportion of more recent defaults and loans with fewer missed payments, as well as reduced claim rate assumptions for prior period defaults due to more favorable trends in Cures than originally estimated. See Note 11 of Notes to Consolidated Financial Statements for information regarding our reserve for losses and a reconciliation of our Mortgage Insurance segment’s beginning and ending reserves for losses and LAE.

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 further described in “Item 1. Business—Mortgage Insurance—Rescissions, Defaults and Claims”), which make the timing of paid claims difficult to predict.

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

Claims paid
	Years Ended December 31,
(In thousands)	2025			2024			2023
Net claims paid (1)
Primary	$	26,480		$	11,012		$	9,301
Pool and other		(940	)		(206	)		(925	)
Subtotal		25,540			10,806			8,376
LAE		3,750			4,254			4,535
Commutations and settlements (2)		4,837			2,254			1,332
Total net claims paid	$	34,127		$	17,314		$	14,243
Average net primary claim paid (1) (3)	$	40.0		$	28.0		$	22.5
Average direct primary claim paid (3) (4)	$	49.0		$	32.0		$	27.2

Net of reinsurance recoveries.
Includes payments to commute mortgage insurance coverage on certain performing and non-performing loans.
Calculated excluding the impact of: (i) LAE; (ii) commutations and settlements; and (iii) claims resolved without payment, including claims subsequently withdrawn by the servicer.
Before reinsurance recoveries.

Other Operating Expenses. The following table provides information about our other operating expenses for the periods indicated.

Other operating expenses
	Years Ended December 31,									Change<br>Favorable<br>(Unfavorable)
(In thousands)	2025			2024			2023			2025 vs. 2024			2024 vs. 2023
Salaries and other base employee expenses	$	102,416		$	102,679		$	98,909		$	263		$	(3,770	)
Variable and share-based incentive compensation		75,482			63,272			62,009			(12,210	)		(1,263	)
Other general operating expenses		97,240			106,164			103,808			8,924			(2,356	)
Ceding commissions		(29,379	)		(24,497	)		(19,933	)		4,882			4,564
Total other operating expenses	$	245,759		$	247,618		$	244,793		$	1,859		$	(2,825	)

The decrease in other operating expenses for 2025 compared to 2024 is primarily due to: (i) favorable impacts from lower non-employee expenses as a result of expense reduction initiatives, particularly those related to other general operating expenses and (ii) higher ceding commissions from QSR agreements, which were partially offset by an increase in performance-based variable and share-based incentive compensation expenses.

Other general operating expenses also included the following expenses: (i) $11 million of acquisition-related expenses in 2025 for the acquisition of Inigo and (ii) $13 million of impairments of internal-use software and lease-related expenses in 2024.

The increase in other operating expenses for 2024 as compared to 2023 is primarily due to higher employee-related expenses, partially offset by higher ceding commission from QSR agreements.

Interest Expense. The decrease in interest expense for 2025, as compared to 2024, is primarily due to a decline in senior notes outstanding due to: (i) the redemption in September 2024 of $450 million of senior notes and (ii) the redemption in March 2024 of $525 million of senior notes, including the impact of a $4 million loss on extinguishment of debt related to the

redemption of these senior notes. These decreases were partially offset by the issuance in March 2024 of the Senior Notes due 2029. See Note 12 of Notes to Consolidated Financial Statements for additional detail about our interest expense.

Income Tax Provision

Our 2025 effective tax rate for continuing operations was 21.9%, generally consistent with the federal statutory rate of 21%. State income taxes and certain permanent book-to-tax adjustments were the primary drivers of differences in the effective tax rate compared to the federal statutory rate. See Note 10 of Notes to Consolidated Financial Statements for a reconciliation of our provision for income taxes.

Income (Loss) from Discontinued Operations, Net of Tax

Income (loss) from discontinued operations, net of tax, includes the results of our Mortgage Conduit, Title and Real Estate Services businesses, which have been reclassified to discontinued operations for all periods presented. The decrease in the loss from discontinued operations, net of tax for 2025 as compared to 2024 is primarily driven by a decrease in other operating expenses related to our expense reduction initiatives for these businesses. The loss from discontinued operations for the year ended December 31, 2025, included $7 million of estimated costs related to the expected future sale of these businesses.

The decrease in the loss from discontinued operations, net of tax for 2024 as compared to 2023 is primarily driven by a decrease in non-operating items including $15 million of amortization and impairment of goodwill and other acquired intangible assets, which was recorded in 2023. See Note 3 of Notes to Consolidated Financial Statements for additional details.

Use of Non-GAAP Financial Measures

In addition to traditional GAAP financial measures, we have presented “adjusted pretax operating income (loss),” “adjusted diluted net operating income (loss) per share” and “adjusted net operating return on equity,” which are non-GAAP financial measures for the consolidated company, among our key performance indicators to evaluate our fundamental financial performance. These non-GAAP financial measures align with the way our business performance is evaluated by both management and by our board of directors. These measures have been established in order to increase transparency for the purposes of evaluating our operating trends and enabling more meaningful comparisons with our peers. Although on a consolidated basis adjusted pretax operating income (loss), adjusted diluted net operating income (loss) per share and adjusted net operating return on equity are non-GAAP financial measures, for the reasons discussed above we believe these measures aid in understanding the underlying performance of our operations.

Total adjusted pretax operating income (loss), adjusted diluted net operating income (loss) per share and adjusted net operating return on equity are not measures of overall profitability, and therefore should not be considered in isolation or viewed as substitutes for GAAP pretax income (loss) from continuing operations, diluted net income (loss) from continuing operations per share or return on equity from continuing operations. Our definitions of adjusted pretax operating income (loss), adjusted diluted net operating income (loss) per share and adjusted net operating return on equity, as discussed and reconciled below to the most comparable respective GAAP measures, may not be comparable to similarly named measures reported by other companies.

Our senior management, including our Chief Executive Officer (Radian’s chief operating decision maker), uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of our businesses.

Beginning with the first quarter of 2025, when calculating adjusted diluted net operating income per share and adjusted net operating return on equity, the Company no longer adjusts for the difference between the Company’s statutory and effective tax rates to calculate those non-GAAP financial measures using the Company’s federal statutory tax rate of 21%. The impact of this incremental adjustment for the difference between the Company’s statutory and effective tax rates had been immaterial in recent periods because the number and magnitude of non-recurring fluctuations in the Company’s effective tax rate had declined in recent years. As such, the Company believes that this incremental adjustment for the difference between the two rates was no longer meaningful to users of our financial statements. We reflected this change in our calculations of adjusted diluted net operating income per share and adjusted net operating return on equity for all periods presented herein. As it relates to the impact of reconciling income (expense) items included in these non-GAAP financial measures, the Company continues to reflect these items on a gross basis and calculates the income tax provision (benefit) on these items using the Company’s federal statutory tax rate of 21%.

The results of our Mortgage Conduit, Title and Real Estate Services businesses are included in income (loss) from discontinued operations, net of tax, for all periods presented herein. The calculation of adjusted pretax operating income, as detailed below, excludes income (loss) from discontinued operations, net of tax, for all periods presented herein. As a result, the calculations of adjusted diluted net operating income per share and adjusted net operating return on equity also exclude income (loss) from discontinued operations, net of tax, for all periods presented herein.

Adjusted pretax operating income (loss) is defined as GAAP pretax income (loss) from continuing operations excluding the effects of: (i) net gains (losses) on investments and other financial instruments and (ii) impairment of other long-lived assets and other non-operating items, if any, such as gains (losses) from the sale of lines of business, acquisition-related income (expenses) and gains (losses) on extinguishment of debt, among others.

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) from continuing operations. These adjustments, along with the reasons for their treatment, are described in Note 5 of Notes to Consolidated Financial Statements.

The following table provides a reconciliation of pretax income from continuing operations to our non-GAAP financial measure of adjusted pretax operating income.

Reconciliation of pretax income from continuing operations to adjusted pretax operating income
	Years Ended December 31,
(In thousands)	2025			2024			2023
Pretax income from continuing operations	$	791,228		$	845,607		$	863,879
Less: income (expense) items
Net gains (losses) on investments and other financial instruments		(24	)		(4,347	)		9,405
Impairment of other long-lived assets and other non-operating items (1)		(10,435	)		(17,260	)		(4,667	)
Adjusted pretax operating income	$	801,687		$	867,214		$	859,141

For 2025, primarily relates to acquisition-related expenses that are included in other operating expenses on the consolidated statement of operations. For 2024 and 2023 primarily relates to impairments of other long-lived assets that are included in other operating expenses on the consolidated statements of operations. See Note 5 of Notes to Consolidated Financial Statements.

Adjusted diluted net operating income (loss) per share is calculated by dividing adjusted pretax operating income (loss), net of taxes computed using the Company’s statutory tax rate, by 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) from continuing operations 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 from continuing operations per share to adjusted diluted net operating income per share
	Years Ended December 31,
	2025			2024			2023
Diluted net income from continuing operations per share	$	4.39		$	4.28		$	4.22
Less: per-share impact of reconciling income (expense) items
Net gains (losses) on investments and other financial instruments		—			(0.03	)		0.06
Impairment of other long-lived assets and other non-operating items		(0.08	)		(0.11	)		(0.03	)
Income tax (provision) benefit on reconciling income (expense) items (1)		0.02			0.03			(0.01	)
Per-share impact of reconciling income (expense) items		(0.06	)		(0.11	)		0.02
Adjusted diluted net operating income per share	$	4.45		$	4.39		$	4.20

Calculated using the Company’s federal statutory tax rate of 21%.

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

from continuing operations to our non-GAAP financial measure for the consolidated Company of adjusted net operating return on equity.

Reconciliation of return on equity from continuing operations to adjusted net operating return on equity
	Years Ended December 31,
	2025			2024			2023
Return on equity from continuing operations (1)		13.1	%		14.6	%		16.3	%
Less: impact of reconciling income (expense) items (2)
Net gains (losses) on investments and other financial instruments		—	%		(0.1	)%		0.2	%
Impairment of other long-lived assets and other non-operating items		(0.2	)%		(0.4	)%		(0.1	)%
Income tax (provision) benefit on reconciling income (expense) items (3)		—	%		0.1	%		—	%
Impact of reconciling income (expense) items		(0.2	)%		(0.4	)%		0.1	%
Adjusted net operating return on equity		13.3	%		15.0	%		16.2	%

Calculated by dividing net income from continuing operations by average stockholders’ equity, based on the average of the beginning and ending balances for each period presented.
As a percentage of average stockholders’ equity.
Calculated using the Company’s federal statutory tax rates of 21%.

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
	Years Ended December 31,
(In thousands)	2025			2024			2023
Net cash provided by (used in):
Operating activities, continuing operations	$	719,987		$	654,946		$	612,791
Investing activities, continuing operations		(95,039	)		279,089			(230,462	)
Financing activities, continuing operations		(648,654	)		(810,291	)		(287,150	)
Net cash provided by (used in) continuing operations		(23,706	)		123,744			95,179
Operating activities, discontinued operations		(600,125	)		(1,318,518	)		(83,357	)
Investing activities, discontinued operations		222,325			48,657			(70,380	)
Financing activities, discontinued operations		405,556			1,167,524			22,063
Net cash provided by (used in) discontinued operations		27,756			(102,337	)		(131,674	)
Increase (decrease) in cash and restricted cash (1)	$	4,050		$	21,407		$	(36,495	)

Includes change in cash and restricted cash for discontinued operations, which are included in assets held for sale on our consolidated balance sheets.

Operating Activities. Our most significant source of operating cash flows from continuing operations is from premiums received from our mortgage insurance policies, while our most significant uses of operating cash flows have typically been for our operating expenses, taxes and claims paid on our mortgage insurance policies. The increase in cash provided by operating activities, continuing operations in 2025, as compared to 2024, was primarily due to a decrease in the purchases of U.S. Mortgage Guaranty Tax and Loss Bonds in 2025. The increase in cash provided by operating activities, continuing operations in 2024, as compared to 2023, was primarily due to benefits from our expense reduction initiatives. Net cash flows used in operating activities from discontinued operations primarily relate to net purchases and sales of mortgage loans held for sale, which can fluctuate from period to period.

Investing Activities. The change in net cash used in investing activities, continuing operations for 2025, as compared to net cash provided by investing activities, continuing operations in 2024, was primarily driven by an increase in purchases, net of sales and redemptions on short-term investments, offset by a decrease in purchases of available for sale securities and an increase in proceeds from sales of available for sale and equity securities, as we repositioned our investment portfolio in preparation for the funding of our Inigo acquisition in early 2026. Net cash provided by investing activities, discontinued operations for 2025 was primarily driven by principal payments from securitized residential mortgage loans held for investment.

Net cash provided by investing activities, continuing operations increased for 2024, as compared to cash used in investing activities in 2023, primarily due to sales and redemptions, net of purchases, of short-term investments and fixed-maturities available for sale, which helped to fund certain of our financing activities described below. Net cash provided by investing activities, discontinued operations for 2024 as compared to net cash used in investing activities, discontinued operations in 2023 was primarily driven by principal payments from securitized residential mortgage loans held for investment.

Financing Activities. For 2025, our primary use of cash for financing activities, continuing operations included: (i) repurchases of our common stock and (ii) payment of dividends. See Note 14 of Notes to Consolidated Financial Statements for additional information. Net cash provided by financing activities, discontinued operations for 2025, was primarily driven by: (i) the net proceeds from the issuance of securitized nonrecourse debt and (ii) the net change in borrowings related to funding from mortgage loan financing facilities.

For 2024, our primary use of cash for financing activities, continuing operations included: (i) net changes in our senior notes; (ii) repurchases of our common stock; and (iii) payment of dividends. Net cash provided by financing activities, discontinued operations for 2024 was primarily driven by: (i) the net proceeds from the issuance of securitized nonrecourse debt and (ii) the net change in borrowings related to funding from mortgage loan financing facilities.

See “Item 8. Financial Statements and Supplementary Data—Consolidated Statements of Cash Flows” for additional information.

Investment Portfolio

At December 31, 2025 and 2024, the following tables include $142 million and $139 million, respectively, of securities loaned to third-party borrowers under securities lending agreements, which are classified as other assets in our consolidated balance sheets. See Note 7 of Notes to Consolidated Financial Statements for more information about our investment portfolio, including our securities lending agreements.

The composition of our investment portfolio is presented below as a percentage of overall fair value as of the dates indicated.

Investment portfolio diversification
	December 31,
	2025					2024
($ in millions)	Fair Value		Percent			Fair Value		Percent
Corporate bonds and commercial paper	$	2,987		48.7	%	$	2,715		46.5	%
RMBS		884		14.4	%		1,015		17.4	%
U.S. government and agency securities		611		10.0	%		120		2.1	%
Other ABS		484		7.9	%		454		7.8	%
CLO		377		6.1	%		411		7.0	%
CMBS		246		4.0	%		416		7.1	%
Money market instruments and certificates of deposit		221		3.6	%		309		5.3	%
State and municipal obligations (1)		203		3.3	%		199		3.4	%
Equity securities		60		1.0	%		147		2.5	%
Mortgage insurance-linked notes (2)		46		0.8	%		47		0.8	%
Other investments		10		0.2	%		8		0.1	%
Total	$	6,129		100.0	%	$	5,841		100.0	%

Primarily consists of taxable state and municipal investments.
Includes mortgage insurance-linked notes purchased by Radian Group in connection with the XOL Program. See Note 8 of Notes to Consolidated Financial Statements for more information.

The following table provides the scheduled maturities of the securities held in our investment portfolio as of the dates indicated.

Investment portfolio scheduled maturity
	December 31,
	2025					2024
($ in millions)	Fair Value		Percent			Fair Value		Percent
Short-term investments	$	1,668		27.2	%	$	411		7.0	%
Due in one year or less (1)		98		1.6	%		135		2.3	%
Due after one year through five years (1)		657		10.7	%		1,060		18.2	%
Due after five years through 10 years (1)		841		13.7	%		965		16.5	%
Due after 10 years (1)		760		12.4	%		787		13.5	%
Asset-backed securities and mortgage-related assets (2)		2,035		33.2	%		2,328		39.9	%
Equity securities (3)		60		1.0	%		147		2.5	%
Other invested assets (3)		10		0.2	%		8		0.1	%
Total	$	6,129		100.0	%	$	5,841		100.0	%

Actual maturities may differ as a result of calls before scheduled maturity.
Includes RMBS, CMBS, CLO, Other ABS, and mortgage insurance-linked notes, which are not due at a single maturity date.
No stated maturity date.

The following table provides the ratings of our investment portfolio, from a nationally recognized statistical ratings organization, presented as a percentage of overall fair value, as of the dates indicated.

Investment portfolio by rating
	December 31,
	2025					2024
($ in millions)	Fair Value		Percent			Fair Value		Percent
U.S. government / AAA	$	2,423		39.5	%	$	2,466		42.2	%
AA		848		13.9	%		739		12.6	%
A		2,435		39.7	%		1,638		28.0	%
BBB		343		5.6	%		806		13.8	%
BB and below		10		0.2	%		27		0.5	%
Not rated (1)		70		1.1	%		165		2.9	%
Total	$	6,129		100.0	%	$	5,841		100.0	%

Primarily consists of equity securities.

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 December 31, 2025, Radian Group had available, either directly or through unregulated subsidiaries, unrestricted cash and liquid investments of $1.8 billion. Total liquidity, which included our then-undrawn $500 million unsecured revolving credit facility, as described below, was $2.3 billion as of December 31, 2025. This amount does not reflect the closing of the Inigo transaction on February 2, 2026, which reduced both available and total liquidity by $1.65 billion, representing the cash portion of the consideration paid for the acquisition. Additionally, to help manage our overall liquidity position, Radian Group drew $200 million on our unsecured revolving credit facility in February 2026.

During 2025, Radian Group’s available liquidity increased by $949 million, primarily due to: (i) $795 million received from Radian Guaranty, consisting of a $200 million return of capital and $595 million in ordinary dividends and (ii) the $600 million Intercompany Note from Radian Guaranty. These increases were partially offset by $576 million paid for share repurchases and dividends. See Note 16 of Notes to Consolidated Financial Statements for additional information on these distributions.

In addition to available cash and marketable securities, including net investment income earned on such investments, Radian Group’s principal sources of cash to fund future liquidity needs include: (i) payments made to Radian Group by its subsidiaries under expense- and tax-sharing arrangements; (ii) to the extent available, dividends or other distributions from its subsidiaries; and (iii) and, as further described below, our $500 million unsecured revolving credit facility with a syndicate of bank lenders.

Subject to certain limitations, borrowings under the $500 million unsecured revolving credit facility may be used for working capital and general corporate purposes, including, without limitation, capital contributions to our insurance and other subsidiaries as well as growth initiatives. At December 31, 2025, the full $500 million remained undrawn and available under the facility, but we drew $200 million on the facility in February 2026 in connection with the Inigo closing. See Note 12 of Notes to Consolidated Financial Statements for additional information on the unsecured revolving credit facility.

In connection with our Mortgage Conduit business, Radian Mortgage Capital has entered into the Master Repurchase Agreements to finance the acquisition of residential mortgage loans and related mortgage loan assets, which are included in assets held for sale on our consolidated balance sheets. In the ordinary course of its business, Radian Mortgage Capital expects to renew the Master Repurchase Agreements on or prior to expiration and/or to enter into new agreements to finance the acquisition of residential mortgage loans and related mortgage loan assets. As of December 31, 2025, Radian Group has entered into four separate Parent Guarantees to guaranty the obligations under the Master Repurchase Agreements, which we expect would terminate upon any sale of the Mortgage Conduit business.

As of December 31, 2025, we expect Radian Group’s principal liquidity demands for the next 12 months to be: (i) investments to support our business strategy and to expand and diversify our revenue streams, including the $1.67 billion acquisition of Inigo and, if needed, capital contributions to our subsidiaries; (ii) the payment of corporate expenses, including taxes; (iii) interest payments on our outstanding debt obligations as well as potential amounts to repay all or a portion of borrowings under our credit facility; and (iv) the payment of quarterly dividends on our common stock, which currently are $0.255 per share and which remain subject to approval by our board of directors and our ongoing assessment of our financial condition and potential needs related to the execution and implementation of our business plans and strategies.

During 2025 and 2024, Radian Group made $37 million and $72 million, respectively, of additional equity contributions to support our Title and Real Estate Services businesses. During 2024, Radian Group made $83 million of equity contributions to facilitate the growth of our Mortgage Conduit business. No such contributions were made to our Mortgage Conduit business in 2025. Additionally, during 2025, Radian Group received a return of capital of $35 million and $27 million from our Title business and Mortgage Conduit business, respectively.

In the event the cash flows from operations of our businesses held for sale continue to be insufficient to fund all of their needs, Radian Group may continue to provide additional funds in the form of additional capital contributions or other support.

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 $1.1 billion aggregate principal amount of our senior debt due in future years and of the $600 million that we borrowed from Radian Guaranty to fund a portion of the purchase price of the Inigo acquisition. 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) potential repurchases of shares of our common stock pursuant to share repurchase authorizations, as described below; (ii) early repurchases or redemptions of portions of our debt obligations; and (iii) potential payments pursuant to the Parent Guarantees.

For additional information about related risks and uncertainties, under “Item 1A. Risk Factors,” see “The use of the Intercompany Note to fund a portion of the Inigo acquisition reduced our liquidity and Radian Guaranty’s PMIERs Cushion, and subjects us to certain conditions and compliance obligations associated with the Intercompany Note which could adversely affect us and our financial condition;” “Our sources of liquidity may be insufficient to fund our obligations;” and “Radian Guaranty may fail to maintain its eligibility status with the GSEs, and the additional capital required to support Radian Guaranty’s eligibility could reduce our available liquidity.”

In addition to Radian Group’s existing sources of liquidity to fund its obligations, we may decide to seek additional capital, including by incurring additional debt, issuing additional equity or selling assets, which we may not be able to do on favorable terms, if at all.

Inigo Acquisition. On February 2, 2026, the Company completed its strategic acquisition of Inigo, which reduced both available and total liquidity by $1.65 billion, representing the cash portion of the consideration paid for the acquisition. Radian

funded the acquisition from Radian Group’s available liquidity sources (including proceeds of the Intercompany Note) combined with a $200 million draw on our unsecured revolving credit facility.

Share Repurchases. During 2025 and 2024, the Company repurchased 13.4 million shares and 7.0 million shares of Radian Group common stock, respectively, under programs authorized by Radian Group’s board of directors, at a total cost of $430 million and $224 million, respectively, including commissions. See Note 14 of Notes to Consolidated Financial Statements for additional details on our share repurchase programs.

Dividends and Dividend Equivalents. Throughout 2025 and 2024, our quarterly dividend was $0.255 and 0.245 per share, respectively. Based on our outstanding shares of common stock and our current dividend level, which our board of directors may change at any time, we would require approximately $138 million in the aggregate to pay dividends for the next 12 months, plus an incremental amount for dividend equivalents that will fluctuate based on final shares vested under our performance-based RSU programs. So long as no default or event of default exists under our revolving credit facility or the Parent Guarantees, Radian Group is not subject to any legal or contractual limitations on its ability to pay dividends except those generally applicable to corporations that are incorporated in Delaware. Delaware corporation law provides that dividends are only payable out of a corporation’s capital surplus or (subject to certain limitations) recent net profits. As of December 31, 2025, our capital surplus was $4.6 billion, representing our dividend limitation under Delaware law. The declaration and payment of future quarterly dividends remains subject to the board of directors’ discretion and determination.

Corporate Expenses and Interest Expense. Radian Group has expense-sharing arrangements in place with its U.S. principal operating subsidiaries that 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 2025 of $165 million and $65 million, respectively, were substantially all reimbursed by its subsidiaries. We expect these expense-sharing arrangements to remain in effect for 2026 and beyond. The expense-sharing arrangements, as amended, between Radian Group and its mortgage insurance subsidiaries have been approved by the Pennsylvania Insurance Department, but such approval may be modified or revoked at any time.

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 2025, Radian Group received $22 million of tax-sharing agreement payments from its subsidiaries.

Capitalization—Holding Company

The following table presents our holding company capital structure.

Capital structure
	December 31,
(In thousands, except per-share amounts and ratios)	2025			2024
Debt
Senior Notes due 2027	$	450,000		$	450,000
Senior Notes due 2029		625,000			625,000
Unamortized discount and debt issuance costs		(7,092	)		(9,663	)
Revolving credit facility		—			—
Total		1,067,908			1,065,337
Stockholders’ equity		4,781,514			4,623,858
Total capitalization	$	5,849,422		$	5,689,195
Holding company debt-to-capital ratio (1)		18.3	%		18.7	%
Shares outstanding		135,498			147,569
Book value per share	$	35.29		$	31.33

Calculated as carrying value of senior notes, which were issued and are owed by our holding company, divided by carrying value of senior notes and stockholders’ equity. This holding company ratio does not include the effects of amounts owed by our subsidiaries related to other borrowings.

Stockholders’ equity increased by $158 million from December 31, 2024, to December 31, 2025. The net increase in stockholders’ equity for 2025 resulted primarily from: (i) our net income of $583 million and (ii) net unrealized gains on investment securities of $128 million as a result of decreases in market interest rates during the period. These factors were partially offset by: (i) share repurchases of $430 million, excluding related excise taxes due and (ii) dividend and dividend equivalents of $146 million.

The increase in book value per share from $31.33 at December 31, 2024, to $35.29 at December 31, 2025, was primarily due to: (i) an increase of $3.95 per share attributable to our net income for 2025 and (ii) an increase of $0.87 per share due to net unrealized gains in our available for sale securities, recorded in accumulated other comprehensive income during the year. These increases were partially offset by a decrease of $0.99 per share attributable to dividends and dividend equivalents.

We regularly evaluate opportunities, based on market conditions, to finance our operations by accessing the capital markets or entering into other types of financing arrangements with institutional and other lenders. We also regularly consider various measures to improve our capital and liquidity positions, as well as to strengthen our balance sheet, improve Radian Group’s debt maturity profile and maintain adequate liquidity for our operations. Among other things, these measures may include borrowing agreements or arrangements, such as securities or other master repurchase agreements and revolving credit facilities. In the past, we have repurchased or exchanged, prior to maturity, some of our outstanding debt, and in the future, we may from time to time seek to redeem, repurchase or exchange for other securities, or otherwise restructure or refinance some or all of our outstanding debt prior to maturity in the open market through other public or private transactions, including pursuant to one or more tender offers or through any combination of the foregoing, as circumstances may allow. The timing or amount of any potential transactions will depend on a number of factors, including market opportunities and our views regarding our capital and liquidity positions and potential future needs. There can be no assurance that any such transactions will be completed on favorable terms, or at all.

Mortgage Insurance

Historically, one of the primary demands for liquidity in our Mortgage Insurance business is the payment of claims, net of reinsurance, including from commutations and settlements. See Note 11 of Notes to Consolidated Financial Statements for information on our mortgage insurance reserve for losses and LAE, which represents our best estimate for the costs of settling future claims on currently defaulted mortgage loans.

Other principal demands for liquidity in our Mortgage Insurance business are expected to include: (i) expenses (including those allocated from Radian Group); (ii) repayments of FHLB advances; (iii) distributions from Radian Guaranty to Radian Group, including returns of capital and recurring ordinary dividends; and (iv) taxes, including potential payments to Radian Group pursuant to our tax sharing agreement.

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 and (ii) FHLB advances. We believe that the operating cash flows generated by Radian Guaranty, as well as our other immaterial mortgage insurance subsidiaries, will provide them with the funds necessary to satisfy their respective needs for the foreseeable future. Future sources of liquidity also are expected to include interest payments from Radian Group on the $600 million Intercompany Note and may also include, if necessary, capital contributions from Radian Group.

As of December 31, 2025, Radian Guaranty maintained claims paying resources of $6.1 billion on a statutory basis, which consist of contingency reserves, statutory policyholders’ surplus, premiums received but not yet earned and loss reserves. In addition, our reinsurance programs are designed to provide additional claims-paying resources during times of economic stress and elevated losses. See Note 8 of Notes to Consolidated Financial Statements for additional information.

Radian Guaranty’s Risk-to-capital as of December 31, 2025, was 10.3 to 1. Radian Guaranty is not expected to need additional capital to satisfy state insurance regulatory requirements in their current form. At December 31, 2025, Radian Guaranty had statutory policyholders’ surplus of $646 million. This balance includes a $1.1 billion benefit from U.S. Mortgage Guaranty Tax and Loss Bonds issued by the U.S. Department of the Treasury, which mortgage guaranty insurers such as Radian Guaranty may purchase in order to be eligible for a tax deduction, subject to certain limitations, related to amounts required to be set aside in statutory contingency reserves. See Note 16 of Notes to Consolidated Financial Statements and

“Radian Guaranty may fail to maintain its eligibility status with the GSEs, and the additional capital required to support Radian Guaranty’s eligibility could reduce our available liquidity” under “Item 1A. Risk Factors” for more information.

Radian Guaranty currently is an approved mortgage insurer under the PMIERs. Private mortgage insurers, including Radian Guaranty, are required to comply with the PMIERs to remain approved insurers of loans purchased by the GSEs. At December 31, 2025, Radian Guaranty’s Available Assets under the PMIERs financial requirements totaled $5.4 billion, resulting in a PMIERs Cushion of $1.6 billion, or 41%, over its Minimum Required Assets. Those amounts compare to Available Assets and a PMIERs Cushion of $6.0 billion and $2.2 billion, respectively, at December 31, 2024. See “The use of the Intercompany Note to fund a portion of the Inigo acquisition reduced our liquidity and Radian Guaranty’s PMIERs Cushion, and subjects us to certain conditions and compliance obligations associated with the Intercompany Note which could adversely affect us and our financial condition” under “Item 1A. Risk Factors.”

Despite holding assets above the minimum statutory capital thresholds and PMIERs financial requirements, the ability of Radian’s mortgage insurance subsidiaries to pay dividends on their common stock is restricted by certain provisions of the insurance laws of Pennsylvania, their state of domicile. Under Pennsylvania’s insurance laws, ordinary dividends and other distributions may only be paid out of an insurer’s positive unassigned surplus unless the Pennsylvania Insurance Department approves the payment of dividends or other distributions from another source.

Radian Guaranty received approval from the Pennsylvania Insurance Department to make a return of capital distribution to Radian Group of $200 million during the first three months of 2025 from its paid in surplus. Additionally, Radian Guaranty paid $595 million in ordinary dividends to Radian Group in 2025, and we expect Radian Guaranty to maintain the ability to pay dividends in 2026 and for the foreseeable future.

As noted above, Radian Group paid a portion of the cash consideration for the Inigo acquisition with proceeds from the Intercompany Note that was approved by the Pennsylvania Insurance Department. Radian Guaranty is required to comply with certain conditions while the Intercompany Note is outstanding, including, most notably, obtaining prior approval from the Pennsylvania Insurance Department for all dividends paid by Radian Guaranty for a period of three years (which we may request to be reduced or the Pennsylvania Insurance Department may, in certain circumstances, extend for up to five years) and maintaining a minimum policyholders’ surplus of $500 million, among other conditions.

Radian Guaranty is a member of the FHLB. As a member, it may borrow from the FHLB subject to certain conditions, which include requirements to post collateral and to maintain a minimum investment in FHLB stock. Advances from the FHLB may be used to provide low-cost, supplemental liquidity for various purposes, including to fund incremental investments. Radian’s current strategy includes using FHLB advances as financing for general cash management and liquidity purposes. As of December 31, 2025, there were $41 million of FHLB advances outstanding. See Note 12 of Notes to Consolidated Financial Statements for additional information.

Specialty Insurance

The principal demands for liquidity in our Specialty Insurance business are the obligations arising from its insurance contracts and financial liabilities. Due to the potential timing difference between payment of gross claims and receipt of reinsurance collection, gross claims are considered a principal demand within liquidity planning. The occurrence of large claims may force us to liquidate securities at a time that may cause us to realize capital losses.

The principal sources of liquidity in our Specialty Insurance business currently include insurance and reinsurance premiums, net investment income and cash flows from investment sales and maturities.

As of December 31, 2025, Inigo participates in the Lloyd’s market and is subject to capital requirements. For more information, see “The amount of capital that we must hold to maintain our various capital requirements can vary significantly from time to time and the capital needed to maintain those requirements may not be available or may only be available on unfavorable terms” under “Item 1A. Risk Factors.”

Ratings

Ratings independently assigned by third-party statistical rating organizations often are considered in assessing our credit strength and the financial strength of our primary insurance subsidiaries. Radian Group and Radian Guaranty are currently assigned the financial strength ratings set forth in the chart below, which are provided for informational purposes only and are subject to change. See “Potential downgrades by rating agencies to the current financial strength ratings assigned to Radian

Guaranty and/or the credit ratings assigned to Radian Group could adversely affect the Company” under “Item 1A. Risk Factors.”

Ratings
Subsidiary	Fitch (1)	Moody’s (1)	S&P (1)
Radian Group (2)	BBB	Baa3	BBB-
Radian Guaranty	A	A3	A-

Fitch Ratings (“Fitch”), Moody’s Investors Service (“Moody’s”) and S&P Global Ratings (“S&P”) each currently rate the outlook for both Radian Group and Radian Guaranty as Stable.
Senior debt ratings.

Critical Accounting Estimates

SEC guidance defines Critical Accounting Estimates as those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant. These items require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing our consolidated financial statements in accordance with GAAP, management has made estimates, assumptions and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

In preparing these financial statements, management has utilized available information, including our past history, industry standards and the current and projected economic and housing environments, among other factors, in forming its estimates, assumptions and judgments, giving due consideration to materiality. Because the use of estimates is inherent in GAAP, actual results could differ from those estimates. In addition, other companies may utilize different estimates, which may impact comparability of our results of operations to those of companies in similar businesses. A summary of the accounting estimates that management believes are of critical importance to the preparation of our consolidated financial statements is set forth below. See Note 2 of Notes to Consolidated Financial Statements for additional disclosures regarding our significant accounting policies.

Financial Instruments

Fair Value

Our estimated fair value measurements are intended to reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and the risks inherent in the inputs to the model. Changes in economic conditions and capital market conditions, including but not limited to, benchmark interest rate changes, credit spread changes, market volatility and changes in the value of underlying collateral, could cause actual results to differ materially from our estimated fair value measurements.

Nearly all of our financial instruments recorded at fair value relate to our investment portfolio which, including securities loaned to third-party borrowers under securities lending agreements, totaled $6.1 billion as of December 31, 2025. The primary risks in our investment portfolio are interest-rate risk and credit-spread risk, namely the fair value sensitivity of our fixed income securities to changes in interest rates and credit spreads, respectively. 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. For additional information regarding the sensitivity of our investment portfolio to these inputs, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.”

See also Note 6 of Notes to Consolidated Financial Statements for additional information pertaining to financial instruments at fair value and our valuation methodologies.

Credit Losses and Other Impairments

We perform an evaluation of fixed-maturity securities available for sale each quarter to assess whether any decline in their fair value below cost is deemed to be a credit impairment recognized in earnings. Factors considered in our assessment for impairment include the extent to which the amortized cost basis is greater than fair value and the reasons for the decline in value. As of December 31, 2025, our gross unrealized losses on available for sale securities were $317 million, which can fluctuate materially over time based on changes in market conditions. See Note 7 of Notes to Consolidated Financial Statements for additional information regarding impairments related to investments.

Mortgage Insurance Portfolio

Reserve for Losses and LAE

We establish reserves to provide for losses and LAE, which include the estimated costs of settling claims in our mortgage insurance portfolio, in accordance with the accounting standard regarding accounting and reporting by insurance enterprises. In our Mortgage Insurance business, the default and claim cycle begins with the receipt of a default notice from the loan servicer that a borrower has missed two consecutive monthly mortgage payments. We maintain an extensive database of default and claim payment history, and use models based on a variety of loan characteristics to determine the likelihood that a default will reach claim status.

With respect to loans that are in default, considerable judgment is exercised as to the adequacy of reserve levels. We use an actuarial projection methodology referred to as a “roll rate” analysis that uses historical claim frequency information to determine the projected ultimate Default to Claim Rates based on the Stage of Default and Time in Default as well as the date that a loan goes into default. The Default to Claim Rate also includes our estimates with respect to expected Rescissions and Claim Denials, which have the effect of reducing our Default to Claim Rates. See Note 11 of Notes to Consolidated Financial Statements for the table detailing our Default to Claim Rate assumptions.

After estimating the Default to Claim Rate, beginning in 2024, we estimate Claim Severity by applying observed severity rates for past paid claims within cohorts based on both Time in Default and estimated borrower equity, as adjusted to account for anticipated differences and risks in future results compared to past trends, including potential declines in estimated borrower equity. These severity estimates are then applied to individual loan coverage amounts to determine reserves. Similar to the Default to Claim Rate, Claim Severity also is impacted by the length of time that loans are in default. For claims under our Primary Mortgage Insurance, the coverage percentage is applied to the claim amount, which consists of the unpaid loan principal, plus past due interest (for which our liability is contractually capped in accordance with the terms of our Master Policies) and certain expenses associated with the default, to determine our maximum liability. Therefore, Claim Severity generally increases the longer that a loan is in default.

We considered the sensitivity of first-lien loss reserve estimates at December 31, 2025, by assessing the potential changes resulting from a parallel shift in Claim Severity and Default to Claim Rate estimates for primary loans, excluding any potential benefits from reinsurance. For example, assuming all other factors remain constant, for every one percentage point change in primary Claim Severity (which we estimate to be 90% of defaulted risk exposure at December 31, 2025), we estimated that our loss reserves would change by approximately $4 million at December 31, 2025. Assuming all other factors remain constant, for every one percentage point change in our overall primary net Default to Claim Rate (which we estimate to be 23% at December 31, 2025, including our assumptions related to Loss Mitigation Activities), we estimated an approximate $16 million change in our loss reserves at December 31, 2025.

Senior management regularly reviews the modeled frequency, Claim Severity and Loss Mitigation Activity estimates, which are based on historical trends, as described above. If recent emerging or projected trends, including related to current and future macroeconomic conditions, differ significantly from the historical trends used to develop the modeled estimates, management evaluates these trends and determines how they should be considered in its reserve estimates.

Estimating our case reserve for losses involves significant reliance upon assumptions and estimates with regard to the likelihood, magnitude and timing of each potential loss. The models, assumptions and estimates we use to establish loss reserves may prove to be inaccurate, especially during an extended economic downturn or a period of market volatility and economic uncertainty. These assumptions require management to use considerable judgment in estimating the rate at which these loans will result in claims and the amount of such claims. As such, there is uncertainty around our reserve estimate.

Premium Revenue Recognition

We recognize changes in this receivable based on changes in the estimated amount and timing of such collections, including as a result of changes in observed trends as well as our periodic review of our servicing guide and our operations and collections practices. Key assumptions supporting our estimate of our net deferred premium receivable, which equaled $40 million and $38 million as of December 31, 2025 and 2024, respectively, include a collection rate and average life. During both 2025 and 2024, we made no changes to these assumptions.

Single premiums written are initially recorded as unearned premiums and earned over time based on the anticipated loss pattern and the estimated period of risk exposure, which is primarily derived from historical experience and other factors such as projected losses, premium type and projected contractual periods of risk based on original LTV. Our estimate for the single premium earnings pattern is updated periodically and subject to change given uncertainty as to the underlying loss development and duration of risk. There were no changes to our single premium earnings pattern estimate in 2025 and 2024.

Actual future experience that is different than expected loss development or policy cancellations could result in further material increases or decreases in the recognition of net premiums earned. Based on historical experience, losses are relatively low during the first two years after a loan is originated and then increase over a period of several years before declining; however, several factors can impact and change this cycle, including the economic environment, the quality of the underwriting of the loan, characteristics of the mortgage loan, the credit profile of the borrower, housing prices and unemployment rates. If the timing of losses were to shift, it could accelerate or decelerate our recognition of net premiums earned and could have a material impact on our results of operations.

Income Taxes

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, and requires management to exercise judgment and make assumptions regarding whether such deferred tax assets will be realized in future periods. Future realization of our deferred tax assets will ultimately depend on the existence of sufficient taxable income of the appropriate character (ordinary income or capital gains) within the applicable carryback and carryforward periods provided under the tax law. In making our assessment of the more likely than not standard, the weight assigned to the effect of both positive and negative evidence is commensurate with the extent to which such evidence can be objectively verified.

We have determined that certain non-insurance entities within Radian may continue to generate taxable losses on a separate company basis in the near term and may not be able to fully utilize certain 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 $52 million and $55 million at December 31, 2025 and 2024, respectively.

Estimated factors in this assessment include, but are not limited to, forecasts of future income and actual and planned business and operational changes. An amount up to the total valuation allowance currently recorded could be recognized if our assessment of realizability changes. Our assumptions around these items and the weight assigned to them have remained consistent in recent periods. See Note 10 of Notes to Consolidated Financial Statements for additional information.

Divestitures

Held for Sale Classification

active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, the sale is probable and expected to be completed within one year, and it is deemed unlikely that significant changes to the plan will be made or that the plan will be withdrawn. A business classified as held for sale is reflected at the lower of its carrying amount or estimated fair value less cost to sell. If the carrying amount of the business exceeds its estimated fair value, a loss is recognized. Assets and liabilities related to a business classified as held for sale are segregated in the consolidated balance sheets in the period in which the business is classified as held for sale and any prior periods presented. After a business is classified as held for sale, depreciation and amortization expense is not recognized on its assets. The net carrying value of our businesses held for sale were $110 million and $207 million as of December 31, 2025 and 2024, respectively. See Note 3 of Notes to Consolidated Financial Statements for additional information regarding our assets and liabilities held for sale.

Discontinued Operations

We report the results of operations of a business as discontinued operations if the business is classified as held for sale, and represents a strategic shift that has a major effect on our financial results. In the period in which the business meets the criteria of a discontinued operation, its results are reported in income or loss from discontinued operations in the consolidated statements of operations for current and prior periods, and include any required adjustment of the carrying amount to its fair value less cost to sell. See Note 3 of Notes to Consolidated Financial Statements for additional information regarding our discontinued operations.

Item 7A. 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 perform sensitivity analyses to determine the effects of market risk exposures on our investment securities by determining the potential loss in future earnings, fair values or cash flows of market-risk-sensitive instruments resulting from one or more selected hypothetical changes in the above-mentioned market risks.

Interest-Rate Risk and Credit-Spread Risk

The primary market risks in our investment portfolio are interest-rate risk and credit-spread risk, namely the fair value sensitivity of our fixed income securities to changes in interest rates and credit spreads, respectively. 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. As of December 31, 2025, we held $66 million of investment securities for trading purposes, representing less than 2% of our total investment portfolio. Accordingly, in presenting this discussion, we have not distinguished between trading and non-trading instruments.

We calculate the duration of our fixed income securities, expressed in years, in order to estimate the interest-rate sensitivity of these securities. The average duration of our total fixed income portfolio was 3.6 years and 4.3 years at December 31, 2025 and 2024, respectively. To assist us in setting duration targets for the investment portfolio, we analyze: (i) the interest-rate sensitivities of our liabilities, including prepayment risk associated with premium cash flows and credit losses; (ii) entity specific cash flows under various economic scenarios; (iii) return, volatility and correlation of specific asset classes and the interconnection with our liabilities; and (iv) our current risk appetite.

Our stress analysis for interest rates is based on the change in fair value of our fixed income securities, assuming a hypothetical instantaneous and parallel 100-basis point increase in the U.S. Treasury yield curve, with all other factors remaining constant. The carrying value of our fixed income securities has a balance of $6.1 billion and $5.8 billion as of December 31, 2025 and 2024, respectively. If interest rates experienced an increase of 100 basis points, our fixed income portfolio would decrease by $217 million and $244 million of the market value of the related fixed income portfolio for 2025 and 2024, respectively.

Credit spread represents the additional yield on a fixed income security, above the risk-free rate, that is paid by an issuer to compensate investors for assuming the credit risk of the issuer and market liquidity of the fixed income security. We manage credit-spread risk on both an entity and group level, across issuer, maturity, sector and asset class. Our stress analysis for credit-spread risk is based on the change in fair value of our fixed income securities, assuming a hypothetical

100-basis point increase in all credit spreads, with the exception of U.S. Treasury and agency RMBS obligations for which we have assumed no change in credit spreads, and assuming all other factors remain constant. If credit spreads experienced an increase of 100 basis points, our fixed income portfolio would decrease by $175 million and $204 million of the market value of the related fixed income portfolio for 2025 and 2024, respectively.

Actual shifts in credit spreads generally vary by issuer and security, based on issuer-specific and security-specific factors such as credit quality, maturity, sector and asset class. Within a given asset class, investment grade securities generally exhibit less credit-spread volatility than securities with lower credit ratings. At December 31, 2025, 99% of our investment portfolio was rated investment grade.

Our sensitivity analyses for interest-rate risk and credit-spread risk provide an indication of our investment portfolio’s sensitivity to shifts in interest rates and credit spreads. However, the timing and magnitude of actual market changes may differ from the hypothetical assumptions used in our sensitivity calculations.

See “Item 1. Business—Investment Policy and Portfolio” for a discussion of portfolio strategy and risk exposure.

Securities Lending Agreements. Radian Group and Radian Guaranty from time to time enter into short-term securities lending agreements with third-party borrowers for the purpose of increasing the income on our investment securities portfolio with limited incremental risk. Market factors, including changes in interest rates, credit spreads and equity prices, may impact the timing or magnitude of cash outflows for the return of cash collateral. As of December 31, 2025 and 2024, the carrying value of these securities included in the sensitivity analyses above was $136 million and $130 million, respectively.

We also have the right to request the return of the loaned securities at any time. For additional information on our securities lending agreements, see Note 7 of Notes to Consolidated Financial Statements.

Item 8. Financial Statements and Supplementary Data

INDEX TO ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS	Page
Annual Financial Statements
Report of Independent Registered Public Accounting Firm—PricewaterhouseCoopers LLP (PCAOB ID 238)	107
Financial Statements as of December 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023
Consolidated Balance Sheets	109
Consolidated Statements of Operations	110
Consolidated Statements of Comprehensive Income	111
Consolidated Statements of Changes in Common Stockholders’ Equity	112
Consolidated Statements of Cash Flows	113
Notes to Consolidated Financial Statements
Note 1 - Description of Business	115
Note 2 - Significant Accounting Policies	116
Note 3 - Discontinued Operations	123
Note 4 - Net Income Per Share	126
Note 5 - Segment Reporting	126
Note 6 - Fair Value of Financial Instruments	128
Note 7 - Investments	133
Note 8 - Reinsurance	137
Note 9 - Other Assets and Liabilities	141
Note 10 - Income Taxes	141
Note 11 - Losses and LAE	144
Note 12 - Borrowings and Financing Activities	148
Note 13 - Commitments and Contingencies	150
Note 14 - Capital Stock	152
Note 15 - Accumulated Other Comprehensive Income (Loss)	153
Note 16 - Statutory Information	154
Note 17 - Share-Based Compensation and Other Benefit Programs	157
Note 18 - Selected Quarterly Financial Information (Unaudited)	161

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Radian Group Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Radian Group Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of changes in common stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedules listed in the index appearing under Item 15(a)3 (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Primary Case Reserves for Mortgage Insurance Policies

As described in Notes 2 and 11 to the consolidated financial statements, the Company establishes case reserves for losses on mortgage insurance policies for loans that are considered to be in default. As of December 31, 2025, primary case reserves were $378.3 million of the $399.9 million total reserve for losses and loss adjustment expenses (“LAE”). Management’s estimate of the case reserves for losses involves significant reliance upon assumptions and estimates with regard to the likelihood, magnitude and timing of each potential loss. Management uses an actuarial projection methodology referred to as a “roll rate” analysis that uses historical claim frequency information to determine the projected ultimate Default to Claim Rates based on the Stage of Default and Time in Default as well as the date that a loan goes into default. After estimating the Default to Claim Rate, management estimates Claim Severity based on applying observed severity rates for past paid claims within cohorts based on both Time in Default and estimated borrower equity.

The principal considerations for our determination that performing procedures relating to the valuation of primary case reserves for mortgage insurance policies is a critical audit matter are (i) the significant judgment by management when developing the Default to Claim Rates and Claim Severity assumptions, (ii) a high degree of auditor subjectivity, judgment and effort in performing procedures and evaluating management’s assumptions related to the Default to Claim Rates and Claim Severity; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s valuation of primary case reserves for mortgage insurance policies, including controls over the development of the Default to Claim Rates and Claim Severity assumptions. These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in independently developing the Default to Claim Rates and Claim Severity assumptions to develop an independent estimate of the case reserves for primary mortgage insurance policies and comparing this independent estimate to management’s determined case reserves. Independently developing the Default to Claim Rates and Claim Severity assumptions based on historical data provided by management involved testing the completeness and accuracy of historical data provided by management.

/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 20, 2026
We have served as the Company’s auditor since 2007.

Radian Group Inc. and SubsidiariesConsolidated Balance Sheets


(In thousands, except per-share amounts)			2024
Assets
Investments (Notes 6 and 7)
Fixed maturities
Available for sale—at fair value (amortized cost of 4,550,954 and 5,498,422)	4,271,916		$	5,062,405
Trading—at fair value (amortized cost of 70,050 and 89,479)	65,661			82,652
Equity securities—at fair value (cost of 45,619 and 144,579)	36,632			138,189
Other long-term invested assets—at fair value	10,116			7,942
Short-term investments—at fair value (includes 62,212 and 125,723 of reinvested cash collateral held under securities lending agreements)	1,602,993			410,643
Total investments	5,987,318			5,701,831
Cash	24,829			19,220
Restricted cash	10			30
Accrued investment income	40,285			44,308
Accounts and notes receivable	120,197			120,990
Reinsurance recoverables (includes 1,788 and 415 for paid losses)	48,806			34,559
Deferred policy acquisition costs	19,018			17,746
Property and equipment, net	17,165			23,369
Prepaid federal income taxes (Note 10)	1,056,329			921,080
Other assets (Note 9)	334,172			358,962
Assets held for sale (Note 3)	474,268			1,447,440
Total assets	8,122,397		$	8,689,535
Liabilities and stockholders’ equity
Liabilities
Reserve for losses and LAE (Note 11)	399,946		$	354,431
Unearned premiums	159,341			188,337
Senior notes (Note 12)	1,067,908			1,065,337
Other borrowings (Note 12)	41,207			45,865
Net deferred tax liability	942,193			772,232
Other liabilities (Note 9)	366,470			399,282
Liabilities held for sale (Note 3)	363,818			1,240,193
Total liabilities	3,340,883			4,065,677
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock (0.001 par value; 485,000 shares authorized; 2025: 156,913 and 135,498 shares issued and outstanding, respectively; 2024: 168,350 and 147,569 shares issued and outstanding, respectively)	157			168
Treasury stock, at cost (2025: 21,415 shares; 2024: 20,782 shares)	(989,745	)		(968,246	)
Additional paid-in capital	861,211			1,246,826
Retained earnings	5,132,050			4,695,348
Accumulated other comprehensive income (loss) (Note 15)	(222,159	)		(350,238	)
Total stockholders’ equity	4,781,514			4,623,858
Total liabilities and stockholders’ equity	8,122,397		$	8,689,535

All values are in US Dollars.

See Notes to Consolidated Financial Statements.

109 Radian Group Inc. and Subsidiaries

Consolidated Statements of Operations


(In thousands, except per-share amounts)			2024			2023
Revenues
Net premiums earned (Note 8)	941,865		$	939,237		$	909,363
Net investment income (Note 7)	248,764			264,814			252,093
Net gains (losses) on investments and other financial instruments (includes net realized gains (losses) on investments of (3,890), (7,821) and (10,735)) (Note 7)	(24	)		(4,347	)		9,405
Other income	6,479			6,595			6,441
Total revenues	1,197,084			1,206,299			1,177,302
Expenses
Provision for losses	66,768			(2,248	)		(42,136	)
Policy acquisition costs	25,039			27,316			24,578
Other operating expenses	245,759			247,618			244,793
Interest expense (Note 12)	68,290			88,006			86,188
Total expenses	405,856			360,692			313,423
Pretax income from continuing operations	791,228			845,607			863,879
Income tax provision	173,049			185,292			188,019
Net income from continuing operations	618,179			660,315			675,860
Income (loss) from discontinued operations, net of tax	(35,539	)		(55,875	)		(72,741	)
Net income	582,640		$	604,440		$	603,119
Net income per share
Basic
Net income from continuing operations	4.43		$	4.33		$	4.27
Income (loss) from discontinued operations, net of tax	(0.25	)		(0.37	)		(0.46	)
Basic net income per share	4.18		$	3.96		$	3.81
Diluted
Net income from continuing operations	4.39		$	4.28		$	4.22
Income (loss) from discontinued operations, net of tax	(0.25	)		(0.36	)		(0.45	)
Diluted net income per share	4.14		$	3.92		$	3.77
Weighted average number of common shares outstanding—basic	139,445			152,465			158,140
Weighted average number of common and common equivalent shares outstanding—diluted	140,811			154,191			160,133

All values are in US Dollars.

See Notes to Consolidated Financial Statements.

110 Radian Group Inc. and SubsidiariesConsolidated Statements of Comprehensive Income

	Years Ended December 31,
(In thousands)	2025			2024			2023
Net income	$	582,640		$	604,440		$	603,119
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		124,830			(26,903	)		114,789
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		(2,916	)		(7,431	)		(10,852	)
Net unrealized gains (losses) on investments		127,746			(19,472	)		125,641
Net unrealized gains (losses) from investments recorded as assets held for sale	288				153			128
Other adjustments to comprehensive income (loss), net		45			(68	)		179
Other comprehensive income (loss), net of tax		128,079			(19,387	)		125,948
Comprehensive income (loss)	$	710,719		$	585,053		$	729,067

See Notes to Consolidated Financial Statements.

111 Radian Group Inc. and SubsidiariesConsolidated Statements of Changes in Common Stockholders’ Equity

	Years Ended December 31,
(In thousands)	2025			2024			2023
Common stock
Balance, beginning of period	$	168		$	173		$	176
Issuance of common stock under incentive and benefit plans		2			2			2
Shares repurchased under share repurchase program (Note 14)		(13	)		(7	)		(5	)
Balance, end of period		157			168			173
Treasury stock
Balance, beginning of period		(968,246	)		(945,870	)		(930,643	)
Repurchases of common stock under incentive plans		(21,499	)		(22,376	)		(15,227	)
Balance, end of period		(989,745	)		(968,246	)		(945,870	)
Additional paid-in capital
Balance, beginning of period		1,246,826			1,430,594			1,519,641
Issuance of common stock under incentive and benefit plans		3,628			3,592			4,173
Share-based compensation		44,704			38,473			41,129
Shares repurchased under share repurchase program, net of excise tax (Note 14)		(433,947	)		(225,833	)		(134,349	)
Balance, end of period		861,211			1,246,826			1,430,594
Retained earnings
Balance, beginning of period		4,695,348			4,243,759			3,786,952
Net income		582,640			604,440			603,119
Dividends and dividend equivalents declared		(145,938	)		(152,851	)		(146,312	)
Balance, end of period		5,132,050			4,695,348			4,243,759
Accumulated other comprehensive income (loss)
Balance, beginning of period		(350,238	)		(330,851	)		(456,799	)
Net unrealized gains (losses) on investments, net of tax (1)		128,034			(19,319	)		125,769
Other adjustments to other comprehensive income (loss)		45			(68	)		179
Balance, end of period		(222,159	)		(350,238	)		(330,851	)
Total stockholders’ equity	$	4,781,514		$	4,623,858		$	4,397,805

Includes net unrealized gains (losses) from investments recorded as assets held for sale.

See Notes to Consolidated Financial Statements.

112 Radian Group Inc. and SubsidiariesConsolidated Statements of Cash Flows

	Years Ended December 31,
(In thousands)	2025			2024			2023
Cash flows from operating activities
Net income	$	582,640		$	604,440		$	603,119
Less: Income (loss) from discontinued operations, net of tax		(35,539	)		(55,875	)		(72,741	)
Net income from continuing operations		618,179			660,315			675,860
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Net (gains) losses on investments and other financial instruments		24			4,347			(9,405	)
Loss on extinguishment of debt		513			4,275			—
Depreciation, other amortization and other impairments, net		46,434			61,747			57,885
Deferred income tax provision		138,617			165,919			172,753
Change in:
Accrued investment income		4,023			711			(5,137	)
Accounts and notes receivable		793			(1,773	)		(11,179	)
Reinsurance recoverable		(14,247	)		(9,475	)		(359	)
Deferred policy acquisition costs		(1,272	)		972			(258	)
Prepaid federal income tax		(135,249	)		(170,760	)		(153,952	)
Other assets		35,506			27,606			38,554
Unearned premiums		(28,996	)		(37,059	)		(46,083	)
Reserve for losses and LAE		45,515			(10,492	)		(56,032	)
Reinsurance funds withheld		1,883			(8,581	)		(21,503	)
Other liabilities		8,264			(32,806	)		(28,353	)
Net cash provided by (used in) operating activities, continuing operations		719,987			654,946			612,791
Net cash provided by (used in) operating activities, discontinued operations		(600,125	)		(1,318,518	)		(83,357	)
Net cash provided by (used in) operating activities		119,862			(663,572	)		529,434
Cash flows from investing activities
Proceeds from sales of:
Available for sale securities		976,393			511,647			331,880
Trading securities		8,405			—			9,123
Equity securities		113,695			45,747			67,953
Proceeds from redemptions of:
Available for sale securities		853,018			894,671			485,142
Trading securities		11,085			17,081			1,707
Purchases of:
Available for sale securities		(766,492	)		(1,341,259	)		(927,784	)
Equity securities		(31,543	)		(23,425	)		(8,334	)
Sales, redemptions and (purchases) of:
Short-term investments, net		(1,246,612	)		175,075			(181,570	)
Other assets and other invested assets, net		(8,782	)		1,115			(45	)
Additions to property and equipment		(4,206	)		(1,563	)		(8,534	)
Net cash provided by (used in) investing activities, continuing operations		(95,039	)		279,089			(230,462	)
Net cash provided by (used in) investing activities, discontinued operations		222,325			48,657			(70,380	)
Net cash provided by (used in) investing activities		127,286			327,746			(300,842	)

See Notes to Consolidated Financial Statements.

113

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

	Years Ended December 31,
(In thousands)	2025			2024			2023
Cash flows from financing activities
Dividends and dividend equivalents paid		(145,615	)		(151,961	)		(145,908	)
Issuance of common stock		1,043			928			1,755
Repurchases of common stock, including excise taxes paid		(431,909	)		(225,059	)		(133,314	)
Issuance of senior notes		—			616,745			—
Redemption of senior notes		—			(977,079	)		—
Proceeds (repayments) of FHLB advances, net (with terms three months or less)		592			(23,541	)		(11,400	)
Proceeds from FHLB advances (with terms greater than three months)		44,679			6,500			5,986
Repayments of FHLB advances (with terms greater than three months)		(49,928	)		(32,371	)		(52,994	)
Proceeds from credit facility borrowings		50,000			—			—
Repayments of credit facility borrowings		(50,000	)		—			—
Credit facility commitment fees paid		(4,005	)		(812	)		(904	)
Proceeds (repayments) related to cash collateral for loaned securities, net		(63,511	)		(23,641	)		49,629
Net cash provided by (used in) financing activities, continuing operations		(648,654	)		(810,291	)		(287,150	)
Net cash provided by (used in) financing activities, discontinued operations		405,556			1,167,524			22,063
Net cash provided by (used in) financing activities		(243,098	)		357,233			(265,087	)
Increase (decrease) in cash and restricted cash		4,050			21,407			(36,495	)
Cash and restricted cash, beginning of period (1)		41,472			20,065			56,560
Cash and restricted cash, end of period (1)	$	45,522		$	41,472		$	20,065
Supplemental disclosures of cash flow information
Income taxes paid (refunded), continuing operations (Note 10)	$	137,133		$	172,708		$	153,937
Income taxes paid (refunded), discontinued operations (Note 10)		—			(61	)		37
Interest paid, continuing operations		64,043			89,090			83,266
Interest paid, discontinued operations		27,181			18,602			3,266
Supplemental noncash information
Transfer from residential mortgage loans held for sale to securitized residential mortgage loans held for investment, discontinued operations	$	767,948		$	778,523		$	—
Retention of mortgage servicing and other related rights from residential mortgage loan sales, discontinued operations		6,726			2,615			41
Operating lease right-of-use assets obtained in exchange for operating lease liabilities, continuing operations		—			—			1,097
Operating lease right-of-use assets obtained in exchange for operating lease liabilities, discontinued operations		1,186			1,242			—

For the year ended December 31, 2025, includes $22 million and $21 million as of the beginning and end of period, respectively, of cash and restricted cash related to discontinued operations that are included in assets held for sale on our consolidated balance sheets. For the year ended December 31, 2024, includes $9 million and $22 million as of the beginning and end of period, respectively, of cash and restricted cash related to discontinued operations that are included in assets held for sale on our consolidated balance sheets. For the year ended December 31, 2023, includes $33 million and $9 million as of the beginning and end of period, respectively, of cash and restricted cash related to discontinued operations that are included in assets held for sale on our consolidated balance sheets. See Note 3 for additional details.

See Notes to Consolidated Financial Statements.

114

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

1. Description of Business

As a leading U.S. private mortgage insurer, Radian provides solutions that expand access to affordable, responsible and sustainable homeownership and help borrowers achieve their dream of owning a home. As of December 31, 2025, we had one reportable business segment, Mortgage Insurance.

In addition, we currently provide other solutions and services through our Mortgage Conduit, Title and Real Estate Services businesses. In the third quarter of 2025, we announced our plans to divest these businesses and reclassified them to discontinued operations. See “Discontinued Operations” below and Note 3 for additional information on the businesses to be divested.

Also in the third quarter of 2025, we announced that we had entered into a definitive agreement to acquire Inigo, a Lloyd’s specialty insurer, as part of the Company’s transformative strategy to become a global multi-line specialty insurer. See “Inigo Acquisition” below for additional information on this acquisition, which was completed on February 2, 2026.

Mortgage Insurance

We provide credit-related insurance coverage, principally through private mortgage insurance on residential first-lien mortgage loans to mortgage lending institutions and mortgage credit investors. We provide our mortgage insurance products and services through our wholly owned subsidiary, Radian Guaranty.

Private mortgage insurance plays an important role in the U.S. housing finance system because it promotes affordable home ownership and helps protect mortgage lenders and mortgage investors, as well as other beneficiaries such as the GSEs, by mitigating default-related losses on residential mortgage loans. Generally, these loans are made to home buyers who make down payments of less than 20% of the purchase price for their home or, in the case of 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, almost all of which are currently sold to the GSEs.

Our total direct primary mortgage IIF and RIF were $282.5 billion and $74.7 billion, respectively, as of December 31, 2025, compared to $275.1 billion and $72.1 billion, respectively, as of December 31, 2024.

As our primary mortgage insurance subsidiary, Radian Guaranty is subject to various capital, financial and operational requirements imposed by the GSEs and state insurance regulators. These include the PMIERs financial requirements imposed by the GSEs, as well as risk-to-capital and other risk-based capital measures and surplus requirements imposed by state insurance regulators. Failure to comply with any PMIERs or state regulatory requirements may limit the amount of insurance that Radian Guaranty may write or may prohibit it from writing insurance altogether. The GSEs and state insurance regulators possess significant discretion regarding all aspects of Radian Guaranty’s business. See Note 16 for additional information on PMIERs and other regulatory information.

Discontinued Operations

Following a comprehensive strategic review, which led to our decision to acquire Inigo, we announced the planned divestiture of our Mortgage Conduit, Title and Real Estate Services businesses in September 2025. This divestiture plan was approved by Radian Group’s board of directors in the third quarter of 2025 and is expected to be completed no later than the end of the third quarter of 2026. Radian has engaged financial advisors to assist with the divestiture of these businesses. As the Company pursues the divestitures, we plan to continue to operate these businesses in the ordinary course.

As a result of the Company’s decision to sell these businesses and our assessment of applicable accounting guidance, we have classified these businesses as held for sale on our consolidated balance sheets and have reflected their results as discontinued operations in our consolidated statements of operations, effective beginning with the quarter ending September 30, 2025. All prior periods have been revised for these changes to conform to the current period presentation.

See Note 2 for information on the accounting policies related to this presentation and Note 3 for additional details related to these businesses.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Inigo Acquisition

In September 2025, Radian entered into a definitive agreement to acquire Inigo in a primarily all-cash transaction. This strategic acquisition represents an important step in becoming a global, diversified multi-line specialty insurer, significantly expanding the company’s product expertise and capabilities and optimizing the deployment of its excess capital.

Following receipt of all regulatory and other required approvals, the transaction closed on February 2, 2026, and was funded from Radian’s available liquidity sources, including $600 million provided by Radian Guaranty through a ten-year intercompany loan to Radian Group. See Note 16 for additional information on the Intercompany Note. Acquisition related costs of $11 million were expensed in 2025 as incurred, with additional acquisition related costs contingent upon closing expected to be recognized as incurred in the first quarter of 2026. Due to the timing of the acquisition, the initial accounting for the acquisition is incomplete. Accordingly, at this time we are not able to provide certain information relating to the acquisition, including the preliminary fair value of assets acquired and liabilities assumed. We expect to complete the initial accounting for this acquisition during the first quarter of 2026.

Risks and Uncertainties

In assessing the Company’s current financial condition and developing forecasts of future operations, management has made significant judgments and estimates with respect to potential factors impacting our financial and liquidity position. These judgments and estimates are subject to risks and uncertainties that could affect amounts reported in our financial statements in future periods and that could cause actual results to be materially different from our estimates.

2. Significant Accounting Policies

Basis of Presentation

Our consolidated financial statements are prepared in accordance with GAAP and include the accounts of Radian Group and its subsidiaries. All intercompany accounts and transactions, and intercompany profits and losses, have been eliminated. As further described in Note 3, certain prior period amounts have been reclassified to conform to the current period presentation to reflect the reclassification of certain businesses as held for sale and discontinued operations.

We generally refer to our holding company alone, without its consolidated subsidiaries, as “Radian Group.” We refer to Radian Group together with its consolidated subsidiaries as “Radian,” the “Company,” “we,” “us” or “our,” unless the context requires otherwise. Unless otherwise defined in this report, certain terms and acronyms used throughout this report are defined in the Glossary of Abbreviations and Acronyms included as part of this report.

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 consolidated financial statements include our best estimates and assumptions, actual results may vary materially.

Investments

We group fixed-maturity securities in our investment portfolio into trading or available for sale securities. Trading securities are reported at fair value, with unrealized gains and losses reported as a separate component of income. Investments in fixed-maturity securities classified as available for sale are reported at fair value, with unrealized gains and losses (net of tax) reported as a separate component of stockholders’ equity as accumulated other comprehensive income (loss).

We also invest in several other types of investments including equity securities, which primarily consist of our interests in a variety of broadly diversified exchange-traded funds and are recorded at fair value with unrealized gains and losses reported in income. Short-term investments are also carried at fair value and consist of money market instruments, certificates of deposit and highly liquid, interest-bearing instruments with an original maturity of 12 months or less at the time of purchase.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Amortization of premium and accretion of discount are calculated principally using the interest method over the term of the investment. Realized gains and losses on investments are recognized using the specific identification method. See Notes 6 and 7 for further discussion on investments.

We recognize an impairment as a loss for fixed-maturities available for sale on the consolidated statements of operations if: (i) we intend to sell the impaired security; (ii) it is more likely than not that we will be required to sell the impaired security prior to recovery of its amortized cost basis; or (iii) the present value of cash flows we expect to collect is less than the amortized cost basis of a security. In those instances, we record an impairment loss through earnings that varies depending on specific circumstances. If a sale is likely, the full amount of the impairment is recognized as a loss in the consolidated statements of operations. Otherwise, unrealized losses on securities are separated into: (i) the portion of loss that represents the credit loss and (ii) the portion that is due to other factors. In evaluating whether a decline in value for other securities relates to an existing credit loss, we consider several factors, including, but not limited to, the following:

the extent to which the amortized cost basis is greater than fair value;
reasons for the decline in value (e.g., adverse conditions related to industry or geographic area, changes in financial condition to the issuers or underlying loan obligors);
any changes to the rating of the security by a rating agency;
the failure of the issuer to make a scheduled payment;
the financial position, access to capital and near-term prospects of the issuer, including the current and future impact of any specific events; and
our best estimate of the present value of cash flows expected to be collected.

If a credit loss is determined to exist, the impairment amount is calculated as the difference between the amortized cost and the present value of future expected cash flows, limited to the difference between the carrying amount (i.e., fair value) and amortized cost. This credit loss impairment is included in net gains (losses) on investments and other financial instruments in the consolidated statements of operations, with an offset to an allowance for credit losses. Subsequent changes (favorable and unfavorable) in expected credit losses are recognized immediately in net income as a credit loss impairment or a reversal of credit loss impairment.

Fair Value of Financial Instruments

Our estimated fair value measurements are intended to reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and the risks inherent in the inputs to the model. Changes in economic conditions and capital market conditions, including but not limited to, credit spread changes, benchmark interest rate changes, market volatility and changes in the value of underlying collateral, could cause actual results to differ materially from our estimated fair value measurements. We define fair value as the current amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

In accordance with GAAP, which establishes a three-level valuation hierarchy, we disclose fair value measurements based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the measurement in its entirety. The three levels of the fair value hierarchy are defined below:

Level I	—	Unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level II	—	Prices or valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities; and
Level III	—	Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Level III inputs are used to measure fair value only to the extent that observable inputs are not available.
Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements
---

For markets in which inputs are not observable or are limited, we use significant judgment and assumptions that a typical market participant would use to evaluate the market price of an asset or liability. Given the level of judgment necessary, another market participant may derive a materially different estimate of fair value. These assets and liabilities are classified in Level III of our fair value hierarchy.

Available for sale securities, trading securities, equity securities and certain other assets and liabilities are recorded at fair value as described in Note 6. All changes in fair value of trading securities, equity securities and certain other assets and liabilities are included in our consolidated statements of operations.

Restricted Cash

Included in our restricted cash balances as of December 31, 2025 and 2024, were cash funds held in trusts for the benefit of certain counterparties, primarily as security for the payment and performance of the Company’s obligations.

Accounts and Notes Receivable

Accounts and notes receivable primarily consist of accrued premiums receivable, amounts billed and due from our customers for services performed, and certain receivables related to our reinsurance transactions. Accounts and notes receivable are carried at their estimated collectible amounts, net of any allowance for doubtful accounts, and are periodically evaluated for collectability based on past payment history and current economic conditions. See “Revenue Recognition” below for information on our deferred premiums and Note 8 for details on our reinsurance agreements.

We have no material bad-debt expense.

Reinsurance

We cede insurance risk through the use of reinsurance contracts and follow reinsurance accounting for those transactions where significant risk is transferred. Loss reserves and unearned premiums are established before consideration is given to amounts related to our reinsurance agreements.

In accordance with the terms of certain agreements under our QSR Program, rather than making a cash payment or transferring investments for ceded premiums written, Radian Guaranty holds the related amounts to collateralize the reinsurers’ obligations and has established a corresponding funds withheld liability. Any loss recoveries and any potential profit commission to Radian Guaranty will be realized from this account. The reinsurers’ share of earned premiums is paid from this account on a quarterly basis. For our Single Premium QSR Program, this liability also includes an interest credit on funds withheld, which is recorded as ceded premiums at a rate specified in the agreement and, depending on experience under the contract, may be paid to either Radian Guaranty or the reinsurers.

The ceding commission earned for premiums ceded pursuant to this transaction is attributable to other underwriting costs (including any related deferred policy acquisition costs). The unamortized portion of the ceding commission in excess of our related acquisition cost is reflected in other liabilities. Ceded premiums written are recorded on the balance sheet as prepaid reinsurance premiums and amortized to ceded premiums earned in a manner consistent with the recognition of income on direct premiums. See Note 8 for further discussion of our reinsurance transactions.

Variable Interest Entity

In connection with our reinsurance programs for our Mortgage Insurance business, we may enter into contracts with VIEs. VIEs include corporations, trusts or partnerships in which: (i) the entity has insufficient equity at risk to allow it to finance its activities without additional subordinated financial support or (ii) at-risk equity holders, as a group, do not have the characteristics of a controlling financial interest.

We perform an evaluation to determine whether we are required to consolidate the VIE’s assets and liabilities in our consolidated financial statements, based on whether we are deemed to be the primary beneficiary. The primary beneficiary of a VIE is the variable interest holder that is determined to have the controlling financial interest as a result of having both: (i) the power to direct the activities of a VIE that most significantly impact the economic performance of the VIE and (ii) the obligation to absorb losses or right to receive benefits from the VIE that potentially could be significant to the VIE. See Note 8 for additional information.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Deferred Policy Acquisition Costs

Incremental, direct costs associated with the successful acquisition of mortgage insurance policies, consisting of compensation, premium tax and other policy issuance and underwriting expenses, are initially deferred and reported as deferred policy acquisition costs. Consistent with industry accounting practice, amortization of these costs for each underwriting year is recognized in proportion to estimated gross profits over the estimated life of the policies.

Estimates of expected gross profit are primarily influenced by loss development assumptions, which are used as a basis for amortization and evaluated periodically. The total amortization recorded to date is adjusted by a charge or credit to our consolidated statements of operations if actual experience or other evidence suggests that previous estimates should be revised. Considerable judgment is used in evaluating these estimates and the assumptions on which they are based. The use of different assumptions may have a significant effect on the amortization of deferred policy acquisition costs.

Ceding commissions received under our reinsurance arrangements related to these costs are also deferred and accounted for using similar assumptions. See Note 8 for additional information.

Property and Equipment, Net

We capitalize certain costs associated with the development of internal-use software and the purchase of property and equipment. Software, property and equipment are carried at cost, net of accumulated depreciation and amortization. Amortization and depreciation are calculated on a straight-line basis over the estimated useful life of the respective assets and commence during the month of our placement of the assets into use.

The estimated useful life used to calculate the amortization of internal-use software is generally seven years. Leasehold improvements are depreciated over the lesser of the estimated useful life of the asset improved or the remaining term of the lease. The estimated useful life used to calculate the depreciation of furniture and equipment is generally three years. Depreciation and amortization expense associated with property and equipment for the years ended December 31, 2025, 2024 and 2023, was $10 million, $15 million and $12 million, respectively.

The following is a summary of the gross and net carrying amounts and accumulated amortization / depreciation (including impairment) of our property and equipment as of the periods indicated.

Property and equipment
	December 31, 2025							December 31, 2024
(In thousands)	Gross<br>Carrying<br>Amount		Accumulated<br>Amortization /<br>Depreciation			Net Carrying<br>Amount		Gross<br>Carrying<br>Amount		Accumulated<br>Amortization /<br>Depreciation			Net Carrying<br>Amount
Internal-use software	$	143,705	$	(132,703	)	$	11,002	$	141,860	$	(125,450	)	$	16,410
Furniture and equipment		67,844		(66,119	)		1,725		67,502		(64,149	)		3,353
Leasehold improvements		34,828		(30,390	)		4,438		32,808		(29,202	)		3,606
Total	$	246,377	$	(229,212	)	$	17,165	$	242,170	$	(218,801	)	$	23,369

Leases

We determine if an arrangement includes a lease at inception, and if it does, we recognize a right-of-use asset and lease liability. Right-of-use assets represent our right to use an underlying asset for the lease term and are recognized net of any payments made or received from the lessor. Lease liabilities represent our obligation to make lease payments and are based on the present value of lease payments over the lease term. In determining the net present value of lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date.

Lease expense is recognized on a straight-line basis over the expected lease term. Lease and non-lease components are generally not accounted for separately.

Our lease agreements primarily relate to operating leases for office space we use in our operations. Certain of our leases include renewal options and/or termination options that we did not consider in the determination of the right-of-use asset or the lease liability as we did not believe it was reasonably certain that we would exercise such options.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

We assess our various asset groups, which include right-of-use assets, for changes in grouping and for potential impairment when certain events occur or when there are changes in circumstances, including potential alternative uses. If circumstances require a change in asset groupings or a right-of-use asset to be tested for possible impairment, and the carrying value of the right-of-use asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. See Note 13 for additional information on our leases.

Held for Sale Classification

We report a business as held for sale when management has committed to a formal plan to sell the assets, the business is available for immediate sale and is being actively marketed at a price that is reasonable in relation to its fair value, an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated, the sale is probable and expected to be completed within one year, and it is deemed unlikely that significant changes to the plan will be made or that the plan will be withdrawn. A business classified as held for sale is reflected at the lower of its carrying amount or estimated fair value less cost to sell. If the carrying amount of the business exceeds its estimated fair value, a loss is recognized. Assets and liabilities related to a business classified as held for sale are segregated in the consolidated balance sheets in the period in which the business is classified as held for sale and any prior periods presented. After a business is classified as held for sale, depreciation and amortization expense is not recognized on its assets. See Note 3 for additional details about our held for sale assets and liabilities.

Reserve for Losses and LAE

Mortgage Insurance

We establish reserves to provide for losses and LAE on our mortgage insurance policies, which include the estimated costs of settling claims, in accordance with the accounting standard regarding accounting and reporting by insurance enterprises (ASC 944). Although this standard specifically excludes mortgage insurance from its guidance relating to the reserve for losses, because there is no specific guidance for mortgage insurance, we establish reserves for mortgage insurance as described below, using the guidance contained in this standard supplemented with other accounting guidance.

In our Mortgage Insurance business, the default and claim cycle begins with the receipt of a default notice from the loan servicer. Case reserves for losses are established upon receipt of notification from servicers that a borrower has missed two monthly payments, which is when we consider a loan to be in default for financial statement and internal tracking purposes. We also establish reserves for associated LAE, consisting of the estimated cost of the claims administration process, including legal and other fees and expenses associated with administering the claims process.

We do not establish reserves for loans that are in default if we believe that we will not be liable for the payment of a claim with respect to that default. We generally do not establish loss reserves for expected future claims on insured mortgages that are not in default. See “Reserve for Premium Deficiency” below for an exception to these general principles.

With respect to loans that are in default, considerable judgment is exercised as to the adequacy of reserve levels. We use an actuarial projection methodology referred to as a “roll rate” analysis that uses historical claim frequency information to determine the projected ultimate Default to Claim Rates based on the Stage of Default and Time in Default as well as the date that a loan goes into default. The Default to Claim Rate also includes our estimates with respect to expected Loss Mitigation Activities, which have the effect of reducing our Default to Claim Rates.

After estimating the Default to Claim Rate, we estimate Claim Severity by applying observed severity rates for past paid claims within cohorts based on both Time in Default and estimated borrower equity, as adjusted to account for anticipated differences and risks in future results compared to past trends, including potential declines in estimated borrower equity. These severity estimates are then applied to individual loan coverage amounts to determine reserves.

Rescissions, Claim Denials and Claim Curtailments may occur for various reasons, including, without limitation, underwriting negligence, fraudulent applications and appraisals, breach of representations and warranties and inadequate documentation, primarily related to our insurance written in years prior to and including 2008. For our Loss Mitigation Activities, we incorporate a process referred to as a claims rebuttal process by which the insured or servicer of loans may challenge our decisions. Our estimate of future Loss Mitigation Activities incorporates our estimates of the likely outcomes of our claims rebuttal process based on historical practices.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Estimating our case reserve for losses involves significant reliance upon assumptions and estimates with regard to the likelihood, magnitude and timing of each potential loss. The models, assumptions and estimates we use to establish loss reserves may not prove to be accurate, especially in the event of an extended economic downturn or a period of market volatility and economic uncertainty. These assumptions require management to use considerable judgment in estimating the rate at which these loans will result in claims and the amount of claims we expect to pay. As such, there is uncertainty around our reserve estimate.

Reserve for Premium Deficiency

Insurance enterprises are required to establish a premium deficiency reserve if the net present value of the expected future losses and expenses for a particular product line exceeds the net present value of expected future premiums and existing reserves for that product line. We reassess our expectations for premiums, losses and expenses for our Mortgage Insurance business at least quarterly and update our premium deficiency analyses accordingly.

We did not require a premium deficiency reserve as of December 31, 2025 or 2024.

Revenue Recognition

Premiums on mortgage insurance products are written on a recurring basis, either as monthly or annual premiums, or on a multi-year basis as a single premium. Monthly premiums written are earned as coverage is provided each month. For certain monthly policies where the billing was deferred for the first month’s coverage period, we have recorded a net premium receivable representing the present value of such deferred premiums that we estimate will be collected at a future date. Prior to January 1, 2026, the billing for such deferred premiums occurred at the end of the policy. We recently implemented an operational change for all new monthly premium policies written, effective January 1, 2026, where the billing for the first full month of coverage will occur at the start of the policy and is aligned to the first mortgage payment due on the loan. This change has no material impact to overall premiums billed or collected and simply changes the timing of the earning of any deferred premium. As of December 31, 2025 and 2024, our net deferred premium receivable was $40 million and $38 million, respectively, representing the present values of $86 million and $83 million, respectively, in contractual deferred monthly premiums, after adjustments for the estimated collectability and timing of future billing. We recognize changes in this receivable based on changes in the estimated amount and timing of such collections, including as a result of changes in observed trends as well as our periodic review of our servicing guide and our operations and collections practices.

Annual premiums written are initially recorded as unearned premiums and amortized on a monthly, straight-line basis. Single premiums written are initially recorded as unearned premiums and earned over time based on the anticipated claim payment pattern, which includes historical industry experience and is updated periodically.

When we rescind insurance coverage on a loan, we refund all premiums received in connection with such coverage. When insurance coverage on a loan is canceled due to claim payment, we refund all premiums received since the date of delinquency. When insurance coverage is canceled for a reason other than Rescission or claim payment, all premium that is nonrefundable is immediately earned. Premium revenue is recognized net of our accrual for estimated premium refunds due to Rescissions, claim payments or other factors.

With respect to our reinsurance transactions, ceded premiums written on an annual or multi-year basis are initially set up as prepaid reinsurance and are amortized in a manner consistent with the recognition of income on direct premiums.

Share-Based Compensation

The cost related to share-based equity instruments is measured based on the grant-date fair value at the date of issuance, which for RSU awards is primarily determined by our common stock price on the date of grant. For share-based awards with performance conditions related to our own operations, the grant-date fair value and expense recognized is dependent on the probability of the performance measure being achieved. Compensation cost is generally recognized over the periods that an employee provides service in exchange for the award. Any forfeitures of awards are recognized as they occur. See Note 17 for further information.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Discontinued Operations

We report the results of operations of a business as discontinued operations if the business is classified as held for sale and represents a strategic shift that has a major effect on our financial results. In the period in which the business meets the criteria of a discontinued operation, its results are reported in income or loss from discontinued operations in the consolidated statements of operations for current and prior periods, and include any required adjustment of the carrying amount to its fair value less cost to sell. In addition, tax is allocated between continuing operations and discontinued operations. The amount of tax allocated to discontinued operations is the difference between the tax originally allocated to continuing operations and the tax allocated to the reclassified amount of income from continuing operations in each period.

All amounts included in these notes to the consolidated financial statements relate to continuing operations unless otherwise noted. Cash flows from discontinued operations are reported separately in the consolidated statements of cash flows. See Note 3 for additional details about our discontinued operations.

Income Taxes

We provide for income taxes in accordance with the provisions of the accounting standard regarding accounting for income taxes. As required under this standard, our deferred tax assets and deferred tax liabilities are recognized under the balance sheet method, which recognizes the future tax effect of temporary differences between the amounts recorded in our consolidated financial statements and the tax bases of these amounts. Deferred tax assets and deferred tax liabilities are measured using the enacted tax rates that are expected to apply to taxable income in the periods in which the deferred tax asset or deferred tax liability is expected to be realized or settled. In regard to accumulated other comprehensive income, the Company’s policy for releasing disproportionate income tax effects is to release the effects as individual items are sold. Our policy for the recognition of interest and penalties associated with uncertain tax positions is to record such items as a component of our income tax provision.

See Note 10 for further discussion on income taxes.

Earnings Per Share

Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding, while diluted net income per share is computed by dividing net income by the sum of the weighted-average number of common shares outstanding and the weighted-average number of dilutive potential common shares.

Dilutive potential common shares relate primarily to our share-based compensation arrangements. In computing diluted net income per share, we use the treasury stock method, which is computed by assuming the issuance of common stock for the potential dilution of our unvested RSUs. For all calculations, the determination of whether potential common shares are dilutive or anti-dilutive is based on net income.

Recent Accounting Pronouncements

Accounting Standards Adopted During 2025

In December 2023, the FASB issued

ASU 2023-09

, Income Taxes—Improvements to Income Tax Disclosures, an update which enhances income tax disclosures. This guidance requires disaggregated information about an entity’s effective tax rate reconciliation as well as information on income taxes paid. This update is applicable to all public entities and is effective for fiscal years starting after December 15, 2024. We applied the amendments in this update retrospectively and the adoption of this guidance did not have a material impact on our disclosures. See Note 10 for additional required disclosures.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This update requires enhanced disclosures of certain costs and expenses in the notes to the financial statements. This update is applicable

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

to all public entities and is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this update should be applied prospectively; however, retrospective application is permitted. We are currently evaluating the impact the new accounting guidance will have on our disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software, which introduces a principles-based approach for determining when costs can be capitalized. Entities are required to start capitalizing software costs when management has authorized and committed to funding the software project, it is probable the project will be completed, and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). This update is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. Adoption is permitted prospectively, retrospectively, or using a modified approach that is based on the status of the project and whether software costs were capitalized before the date of adoption. We are currently evaluating the impact the new accounting guidance will have on our consolidated financial statements.

3. Discontinued Operations

As further discussed in Note 1, in September 2025, Radian Group entered into a definitive agreement to acquire Inigo. As a result of the comprehensive strategic review that led to Radian’s decision to acquire Inigo, Radian Group’s board of directors also approved a plan to divest its Mortgage Conduit, Title and Real Estate Services businesses, which is expected to be completed no later than the end of the third quarter of 2026.

In accordance with the accounting policies described in Note 2, we have reclassified the assets and liabilities associated with these businesses as held for sale and reflected their results as discontinued operations in the Company’s consolidated financial statements, effective beginning with the quarter ended September 30, 2025. To conform to the current presentation, we have reflected the results of these businesses as discontinued operations for all prior periods presented in our consolidated financial statements. No general corporate overhead or interest expense was allocated to discontinued operations. The Company expects to dispose of these businesses at or above their current carrying value and thus no impairment was recognized during the year ended December 31, 2025.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

The assets and liabilities associated with the discontinued operations have been segregated in the consolidated balance sheets. The following table summarizes the major components of the Mortgage Conduit, Title and Real Estate Services assets and liabilities held for sale on the consolidated balance sheets for the periods presented.

Assets and liabilities held for sale
	December 31,
(In thousands)	2025		2024
Assets held for sale
Investments
Fixed maturities available for sale—at fair value	$	6,489	$	12,515
Residential mortgage loans held for sale—at fair value (1)		340,734		519,885
Short-term investments—at fair value		57,791		111,005
Total investments		405,014		643,405
Cash		20,597		19,603
Restricted cash		86		2,619
Accrued investment income		3,068		4,745
Accounts and notes receivable		5,412		7,103
Reinsurance recoverables		2,743		1,874
Property and equipment, net		3,073		4,268
Other assets		34,275		42,516
Consolidated VIE assets (2)
Securitized residential mortgage loans held for investment—at fair value		—		717,227
Other VIE assets		—		4,080
Total assets held for sale	$	474,268	$	1,447,440
Liabilities held for sale
Liabilities
Reserve for losses and LAE	$	6,874	$	5,895
Other borrowings (1)		324,226		492,429
Other liabilities		32,718		32,274
Consolidated VIE liabilities (2)
Securitized nonrecourse debt—at fair value		—		703,526
Other VIE liabilities		—		6,069
Total liabilities held for sale	$	363,818	$	1,240,193

Radian Mortgage Capital has entered into the Master Repurchase Agreements, which are collateralized borrowing facilities used to finance the acquisition of residential mortgage loans and related mortgage loan assets. As of December 31, 2025, Radian Group has entered into four separate Parent Guarantees to guaranty the obligations under the Master Repurchase Agreements. The combined maximum borrowing amount under the Master Repurchase Agreements is $1.2 billion, of which $324 million was outstanding as of December 31, 2025.
During the third quarter of 2025, the Company sold all its retained interests in the VIEs related to Radian Mortgage Capital’s previously issued mortgage loan securitizations. Following those sales, the Company no longer has an economic interest in the securitizations and is therefore no longer considered the primary beneficiary of those VIEs. As a result, the assets, liabilities, operations and cash flows of the VIEs were deconsolidated in the third quarter of 2025, at an immaterial loss.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

The income (loss) from discontinued operations, net of tax, consisted of the following components for the periods indicated.

Income (loss) from discontinued operations, net of tax
	Years Ended December 31,
(In thousands)	2025			2024			2023
Revenues
Net premiums earned	$	16,501		$	12,046		$	10,215
Services revenue		48,817			49,246			45,004
Net investment income		36,494			27,879			6,337
Net gains (losses) on investments and other financial instruments		(3,810	)		(5,767	)		836
Income (loss) on consolidated VIEs		(1,516	)		(2	)		—
Other income (loss)		(1,079	)		583			894
Total revenues		95,407			83,985			63,286
Expenses
Provision for losses		410			(266	)		(390	)
Cost of services		35,549			37,738			37,778
Other operating expenses		79,132			100,822			103,498
Interest expense		27,363			20,008			3,507
Impairment of goodwill		—			—			9,802
Amortization of other acquired intangible assets		—			—			5,483
Total expenses		142,454			158,302			159,678
Pretax income (loss) from discontinued operations		(47,047	)		(74,317	)		(96,392	)
Income tax provision (benefit)		(11,508	)		(18,442	)		(23,651	)
Income (loss) from discontinued operations, net of tax	$	(35,539	)	$	(55,875	)	$	(72,741	)
Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements
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4. Net Income Per Share

The calculation of basic and diluted net income per share is as follows.

Net income per share
	Years Ended December 31,
(In thousands, except per-share amounts)	2025			2024			2023
Net income from continuing operations	$	618,179		$	660,315		$	675,860
Income (loss) from discontinued operations, net of tax		(35,539	)		(55,875	)		(72,741	)
Net income—basic and diluted	$	582,640		$	604,440		$	603,119
Average common shares outstanding—basic		139,445			152,465			158,140
Dilutive effect of share-based compensation arrangements (1)		1,366			1,726			1,993
Adjusted average common shares outstanding—diluted		140,811			154,191			160,133
Net income per share
Basic
Net income from continuing operations	$	4.43		$	4.33		$	4.27
Income (loss) from discontinued operations, net of tax		(0.25	)		(0.37	)		(0.46	)
Basic net income per share	$	4.18		$	3.96		$	3.81
Diluted
Net income from continuing operations	$	4.39		$	4.28		$	4.22
Income (loss) from discontinued operations, net of tax		(0.25	)		(0.36	)		(0.45	)
Diluted net income per share	$	4.14		$	3.92		$	3.77

The following number of shares of our common stock equivalents issued under our share-based compensation arrangements are not included in the calculation of diluted net income per share because their effect would be anti-dilutive.

	Years Ended December 31,
(In thousands)	2025		2024		2023
Shares of common stock equivalents		—		11		14

5. Segment Reporting

We currently have one reportable segment, Mortgage Insurance, which primarily derives its revenue by providing private mortgage insurance on residential first-lien mortgage loans to mortgage lending institutions and mortgage credit investors.

In addition to this reportable segment, we previously reported in an All Other category activities consisting of: (i) income (losses) from assets held by Radian Group, our holding company; (ii) general corporate operating expenses not attributable or allocated to our reportable segment; and (iii) the results from certain other immaterial activities and operating segments, including our Mortgage Conduit, Title and Real Estate Services businesses. As further described in Note 3, in the quarter ended September 30, 2025, Radian Group’s board of directors approved a plan to divest our Mortgage Conduit, Title and Real Estate Services businesses. As a result, we have reclassified the results related to these businesses to discontinued operations for all periods presented in our consolidated statements of operations.

Certain corporate expenses that were previously allocated to these businesses, as well as other general corporate expenses and income (losses) from assets held by Radian Group, were not reclassified to discontinued operations, and therefore have been reallocated to the Mortgage Insurance segment. While we historically have not managed assets by operating segments, the assets related to our non-reportable segments are now segregated as assets held for sale on our consolidated balance sheets, with all remaining assets related to our Mortgage Insurance segment.

See Note 1 for additional details about our Mortgage Insurance business.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Adjusted Pretax Operating Income (Loss)

Our senior management, including our Chief Executive Officer, uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of our businesses.

The table below presents details on our Mortgage Insurance segment’s operating results, including a disaggregation of significant segment expenses as monitored by Radian’s chief operating decision maker.

Mortgage Insurance segment operating results
	Years Ended December 31,
($ in thousands)	2025			2024			2023
Total revenues	$	1,197,108		$	1,210,645		$	1,167,897
Less: expenses
Provision for losses		66,768			(2,248	)		(42,136	)
Policy acquisition costs		25,039			27,316			24,578
Other operating expenses
Salaries and share-based employee expenses		177,841			165,704			160,709
Other non-employee operating expenses		76,987			78,791			87,374
Depreciation expense		10,387			14,634			11,976
Ceding Commissions		(29,378	)		(24,497	)		(19,933	)
Total other operating expenses		235,837			234,632			240,126
Interest expense		67,777			83,731			86,188
Adjusted pretax operating income	$	801,687		$	867,214		$	859,141
Key segment ratios
Loss Ratio (1)		7.1	%		(0.2	)%		(4.6	)%
Expense Ratio (2)		27.7	%		27.9	%		29.1	%

Calculated as provision for losses expressed as a percentage of net premiums earned.
Calculated as operating expenses (which consist of policy acquisition costs and other operating expenses) expressed as a percentage of net premiums earned.

The calculation of adjusted pretax operating income, as detailed below, is presented for continuing operations only and therefore excludes income (loss) from discontinued operations, net of tax, for all periods presented herein.

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) from continuing operations. These adjustments to pretax income (loss) from continuing operations, along with the reasons for their treatment, are described below.

Net gains (losses) on investments and other financial instruments. The recognition of realized investment gains or losses can vary significantly across periods as the activity is highly discretionary based on the timing of individual securities sales due to such factors as market opportunities, our tax and capital profile and overall market cycles. Unrealized gains and losses arise primarily from changes in the market value of our investments that are classified as trading or equity securities. These valuation adjustments may not necessarily result in realized economic gains or losses.

Trends in the profitability of our fundamental operating activities can be more clearly identified without the fluctuations of these realized and unrealized gains or losses and changes in fair value of other financial instruments. Except for certain investments and other financial instruments attributable to specific operating segments, we do not view them to be indicative of our fundamental operating activities.

Impairment of other long-lived assets and other non-operating items, if any. Impairment of other long-lived assets and other non-operating items includes activities that we do not view to be indicative of our fundamental operating activities, such as: (i) impairment of internal-use software and other long-lived assets; (ii) gains (losses) from the sale of lines of business; (iii) acquisition-related income and expenses; and (iv) gains (losses) on extinguishment of debt.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

The reconciliation of adjusted pretax operating income to pretax income from continuing operations is as follows.

Reconciliation of adjusted pretax operating income to pretax income from continuing operations
	Years Ended December 31,
(In thousands)	2025			2024			2023
Adjusted pretax operating income	$	801,687		$	867,214		$	859,141
Reconciling items
Net gains (losses) on investments and other financial instruments		(24	)		(4,347	)		9,405
Impairment of other long-lived assets and other non-operating items (1)		(10,435	)		(17,260	)		(4,667	)
Pretax income from continuing operations	$	791,228		$	845,607		$	863,879

For 2025, primarily relates to acquisition-related expenses. For 2024, primarily relates to impairments of internal-use software and loss on extinguishment of debt. For 2023, primarily relates to impairments of our lease-related assets.

6. Fair Value of Financial Instruments

The following tables include a list of assets and liabilities that are measured at fair value by hierarchy level as of the dates indicated.

Assets and liabilities carried at fair value by hierarchy level
	December 31, 2025
(In thousands)	Level I		Level II		Level III		Total
Investments
Fixed maturities available for sale
U.S. government and agency securities	$	115,189	$	1,524	$	—	$	116,713
State and municipal obligations		—		167,126		—		167,126
Corporate bonds and notes		—		1,957,005		—		1,957,005
RMBS		—		884,258		—		884,258
CMBS		—		241,444		—		241,444
CLO		—		376,847		—		376,847
Other ABS		—		481,718		—		481,718
Mortgage insurance-linked notes (1)		—		45,689		—		45,689
Other		—		1,116		—		1,116
Total fixed maturities available for sale		115,189		4,156,727		—		4,271,916
Fixed maturities trading securities
State and municipal obligations		—		35,912		—		35,912
Corporate bonds and notes		—		24,791		—		24,791
CMBS		—		4,958		—		4,958
Total fixed maturities trading securities		—		65,661		—		65,661
Equity securities		29,630		2,956		4,046		36,632
Other invested assets (2) (3)		—		—		7,089		7,089
Short-term investments
U.S. government and agency securities		354,905		74,817		—		429,722
Money market instruments		219,384		—		—		219,384
Corporate bonds and notes		—		11,729		—		11,729
Other ABS		—		2,447		—		2,447
Other investments (4)		—		939,711		—		939,711
Total short-term investments		574,289		1,028,704		—		1,602,993
Total investments at fair value (3)		719,108		5,254,048		11,135		5,984,291
Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements
---
Assets and liabilities carried at fair value by hierarchy level
---	---	---	---	---	---	---	---	---
	December 31, 2025
(In thousands)	Level I		Level II		Level III		Total
Other
Loaned securities (5)
U.S. government and agency securities		64,830		—		—		64,830
Corporate bonds and notes		—		54,155		—		54,155
Equity securities		22,893		—		—		22,893
Total assets at fair value (3)	$	806,831	$	5,308,203	$	11,135	$	6,126,169
Liabilities
Derivative liabilities	$	—	$	—	$	478	$	478
Total liabilities at fair value	$	—	$	—	$	478	$	478

Includes mortgage insurance-linked notes purchased by Radian Group in connection with the XOL Program. See Note 8 for more information.
Consists primarily of interests in private debt and equity investments.
Does not include other invested assets of $3 million that are primarily invested in limited partnership investments valued using the net asset value as a practical expedient.
Consists of commercial paper.
Securities loaned to third-party borrowers under securities lending agreements are classified as other assets on our consolidated balance sheets. See Note 7 for more information on our securities lending agreements.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements
Assets and liabilities carried at fair value by hierarchy level
---	---	---	---	---	---	---	---	---
	December 31, 2024
(In thousands)	Level I		Level II		Level III		Total
Investments
Fixed maturities available for sale
U.S. government and agency securities	$	113,695	$	6,546	$	—	$	120,241
State and municipal obligations		—		147,891		—		147,891
Corporate bonds and notes		—		2,473,994		—		2,473,994
RMBS		—		1,011,618		—		1,011,618
CMBS		—		411,275		—		411,275
CLO		—		411,462		—		411,462
Other ABS		—		438,768		—		438,768
Mortgage insurance-linked notes (1)		—		47,156		—		47,156
Total fixed maturities available for sale		113,695		4,948,710		—		5,062,405
Fixed maturities trading securities
State and municipal obligations		—		50,844		—		50,844
Corporate bonds and notes		—		23,941		—		23,941
RMBS		—		3,029		—		3,029
CMBS		—		4,838		—		4,838
Total fixed maturities trading securities		—		82,652		—		82,652
Equity securities		128,368		3,275		6,546		138,189
Other invested assets (2) (3)		—		—		5,908		5,908
Short-term investments
Money market instruments		307,827		—		—		307,827
Corporate bonds and notes		—		26,738		—		26,738
Other ABS		—		14,761		—		14,761
Other investments (4)		—		61,317		—		61,317
Total short-term investments		307,827		102,816		—		410,643
Total investments at fair value (3)		549,890		5,137,453		12,454		5,699,797
Other
Loaned securities (5)
Corporate bonds and notes		—		130,256		—		130,256
Other ABS		—		60		—		60
Equity securities		8,805		—		—		8,805
Total assets at fair value (3)	$	558,695	$	5,267,769	$	12,454	$	5,838,918
Liabilities
Derivative liabilities	$	—	$	—	$	1,249	$	1,249
Total liabilities at fair value	$	—	$	—	$	1,249	$	1,249

Includes mortgage insurance-linked notes purchased by Radian Group in connection with the XOL Program. See Note 8 for more information.
Consists primarily of interests in private debt and equity investments.
Does not include other invested assets of $2 million that are primarily invested in limited partnership investments valued using the net asset value as a practical expedient.
Comprises short-term certificates of deposit and commercial paper.
Securities loaned to third-party borrowers under securities lending agreements are classified as other assets in our consolidated balance sheets. See Note 7 for more information.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

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 years ended December 31, 2025 and 2024.

Valuation Methodologies for Assets Measured at Fair Value

We are responsible for the determination of the value of all investments carried at fair value and the supporting methodologies and assumptions. To assist us in this responsibility, we utilize independent third-party valuation service providers to gather, analyze and interpret market information and estimate fair values based upon relevant methodologies and assumptions for various asset classes and individual securities.

We perform monthly quantitative and qualitative analyses on the prices received from third parties to determine whether the prices are reasonable estimates of fair value. Our analysis includes: (i) a review of the methodology used by third-party pricing services; (ii) a comparison of pricing services’ valuations to other independent sources; (iii) a review of month-to-month price fluctuations; and (iv) a comparison of actual purchase and sale transactions with valuations received from third parties. These processes are designed to ensure that our investment values are accurately recorded, that the data inputs and valuation techniques utilized are appropriate and consistently applied and that the assumptions are reasonable and consistent with the objective of determining fair value.

The following are descriptions of our valuation methodologies for financial assets measured at fair value.

U.S. Government and Agency Securities. The fair value of U.S. government and agency securities is estimated using observed market transactions, including broker-dealer quotes and actual trade activity as a basis for valuation. U.S. government and agency securities are categorized in either Level I or Level II of the fair value hierarchy.

State and Municipal Obligations. The fair value of state and municipal obligations is estimated using recent transaction activity, including market observations. Valuation models are used, which incorporate bond structure, yield curve, credit spreads and other factors. These securities are generally categorized in Level II of the fair value hierarchy or in Level III when market-based transaction activity is unavailable.

Corporate Bonds and Notes. The fair value of corporate bonds and notes is estimated using recent transaction activity, including market observations. Spread models are used that incorporate issuer and structure characteristics, such as credit risk and early redemption features, where applicable. These securities are generally categorized in Level II of the fair value hierarchy or in Level III when market-based transaction activity is unavailable.

Asset-backed and Mortgage-backed Securities. The fair value of these instruments, which include RMBS, CMBS, CLO, Other ABS and mortgage insurance-linked notes, is estimated based on prices of comparable securities and spreads and observable prepayment speeds. These securities are generally categorized in Level II of the fair value hierarchy or in Level III when market-based transaction activity is unavailable. The fair value of any Level III securities is generally estimated by discounting estimated future cash flows.

Foreign Government and Agency Securities. The fair value of foreign government and agency securities is estimated using observed market yields used to create a maturity curve and observed credit spreads from market makers and broker-dealers. These securities are categorized in Level II of the fair value hierarchy.

Equity Securities. The fair value of equity securities is generally estimated using observable market data in active markets or bid prices from market makers and broker-dealers. Generally, these securities are categorized in Level I or II of the fair value hierarchy, as observable market data are readily available. Certain equity securities may be categorized in Level III of the fair value hierarchy due to a lack of market-based transaction data or the use of model-based valuations.

Other Investments. These securities primarily consist of commercial paper and short-term certificates of deposit, which are categorized in Level II of the fair value hierarchy. The fair value of these investments is estimated using market data for comparable instruments of similar maturity and average yield.

Money Market Instruments. The fair value of money market instruments is based on daily prices, which are published and available to all potential investors and market participants. As such, these securities are categorized in Level I of the fair value hierarchy.

Other Invested Assets. These assets consist of interests in private debt or equity investments. The estimated fair value of these other invested assets is primarily based on the private company’s performance, as well as the terms of the instrument and general market benchmarks. As such, these investments are categorized in Level III of the fair value hierarchy.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Derivative Assets and Liabilities. Our derivative assets and liabilities consist of embedded derivatives related to our XOL Program, which are categorized in Level III of the fair value hierarchy. The fair value of these derivatives reflects the present value impact of the variation in investment income on the assets held by the reinsurance trusts and the contractual reference rate used to calculate the reinsurance premiums we will pay. See Note 8 for additional information on our reinsurance-related derivatives.

Other Fair Value Disclosure

The carrying value and estimated fair value of other selected assets and liabilities not carried at fair value on our consolidated balance sheets are as follows as of the dates indicated.

Financial instruments not carried at fair value
	December 31, 2025				December 31, 2024
(In thousands)	Carrying<br>Amount		Estimated<br>Fair Value		Carrying<br>Amount		Estimated<br>Fair Value
Company-owned life insurance	$	102,323	$	102,323	$	110,968	$	110,968
Senior notes		1,067,908		1,107,215		1,065,337		1,088,306
Other borrowings
FHLB advances		41,207		41,244		45,865		45,888

The fair value of our company-owned life insurance is estimated based on the cash surrender value less applicable surrender charges. These assets are categorized in Level II of the fair value hierarchy and are included in other assets on our consolidated balance sheets. See Note 9 for further information on our company-owned life insurance.

The fair value of our senior notes is estimated based on quoted market prices. The fair value of our FHLB advances is estimated based on current market rates and contractual cash flows, including any fees that may be required to be paid to the FHLB. These liabilities are all categorized in Level II of the fair value hierarchy. See Note 12 for further information about our senior notes and other borrowings.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

7. Investments

Available for Sale Securities

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

Available for sale securities
	December 31, 2025
(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	$	144,477	$	194	$	(27,958	)		$	116,713
State and municipal obligations		179,907		1,324		(14,105	)			167,126
Corporate bonds and notes		2,188,193		20,622		(197,655	)			2,011,160
RMBS		940,061		6,627		(62,430	)			884,258
CMBS		254,233		208		(12,997	)			241,444
CLO		375,999		1,003		(155	)			376,847
Other ABS		478,245		5,545		(2,072	)			481,718
Mortgage insurance-linked notes (1)		45,384		305		—				45,689
Other		1,116		—		—				1,116
Total securities available for sale, including loaned securities		4,607,615	$	35,828	$	(317,372	)	(2)		4,326,071
Less: loaned securities (3)		56,661								54,155
Total fixed maturities available for sale	$	4,550,954							$	4,271,916
	December 31, 2024
(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	$	151,955	$	—	$	(31,714	)		$	120,241
State and municipal obligations		166,114		40		(18,263	)			147,891
Corporate bonds and notes		2,876,060		5,261		(277,535	)			2,603,786
RMBS		1,104,708		6,965		(100,055	)			1,011,618
CMBS		437,314		51		(26,090	)			411,275
CLO		411,328		983		(849	)			411,462
Other ABS		442,578		1,555		(5,305	)			438,828
Mortgage insurance-linked notes (1)		45,447		1,709		—				47,156
Total securities available for sale, including loaned securities		5,635,504	$	16,564	$	(459,811	)	(2)		5,192,257
Less: loaned securities (3)		137,082								129,852
Total fixed maturities available for sale	$	5,498,422							$	5,062,405

Includes mortgage insurance-linked notes purchased by Radian Group in connection with the XOL Program. See Note 8 for more information.
See “Gross Unrealized Losses and Related Fair Value of Available for Sale Securities” below for additional details.
Included in other assets on our consolidated balance sheets. See “Loaned Securities” below for a discussion of our securities lending agreements.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Gross Unrealized Losses and Related Fair Value of Available for Sale Securities

For securities deemed “available for sale” that are in an unrealized loss position and for which an allowance for credit loss has not been established, the following tables provide the gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of the dates indicated. Included in the amounts as of December 31, 2025 and 2024, are loaned securities that are classified as other assets on our consolidated balance sheets, as further described below under “Loaned Securities.”

Unrealized losses on fixed maturities available for sale by category and length of time
	December 31, 2025
	Less Than 12 Months					12 Months or Greater					Total
(In thousands)<br>Description of Securities	Fair Value		Unrealized<br>Losses			Fair Value		Unrealized<br>Losses			Fair Value		Unrealized<br>Losses
U.S. government and agency securities	$	—	$	—		$	98,287	$	(27,958	)	$	98,287	$	(27,958	)
State and municipal obligations		10,256		(167	)		96,240		(13,938	)		106,496		(14,105	)
Corporate bonds and notes		100,367		(1,739	)		1,102,930		(195,916	)		1,203,297		(197,655	)
RMBS		27,202		(105	)		567,936		(62,325	)		595,138		(62,430	)
CMBS		2,820		(122	)		232,409		(12,875	)		235,229		(12,997	)
CLO		56,480		(125	)		5,650		(30	)		62,130		(155	)
Other ABS		31,117		(378	)		38,757		(1,694	)		69,874		(2,072	)
Total	$	228,242	$	(2,636	)	$	2,142,209	$	(314,736	)	$	2,370,451	$	(317,372	)
	December 31, 2024
	Less Than 12 Months					12 Months or Greater					Total
(In thousands)<br>Description of Securities	Fair Value		Unrealized<br>Losses			Fair Value		Unrealized<br>Losses			Fair Value		Unrealized<br>Losses
U.S. government and agency securities	$	5,770	$	(574	)	$	107,886	$	(31,140	)	$	113,656	$	(31,714	)
State and municipal obligations		45,539		(2,399	)		78,523		(15,864	)		124,062		(18,263	)
Corporate bonds and notes		748,877		(18,113	)		1,552,535		(259,422	)		2,301,412		(277,535	)
RMBS		296,899		(6,467	)		559,513		(93,588	)		856,412		(100,055	)
CMBS		15,179		(139	)		387,559		(25,951	)		402,738		(26,090	)
CLO		44,350		(65	)		43,542		(784	)		87,892		(849	)
Other ABS		180,824		(3,081	)		45,192		(2,224	)		226,016		(5,305	)
Total	$	1,337,438	$	(30,838	)	$	2,774,750	$	(428,973	)	$	4,112,188	$	(459,811	)

There were 639 and 1,054 securities in an unrealized loss position at December 31, 2025 and 2024, respectively. We determined that these unrealized losses were due to non-credit factors and that, as of December 31, 2025, we did not expect to realize a loss for our investments in an unrealized loss position given our intent and ability to hold these investment securities until recovery of their amortized cost basis. See Note 2 for information regarding our accounting policy for impairments of investments.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Contractual Maturities

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

Contractual maturities of fixed maturities available for sale
	December 31, 2025
(In thousands)	Amortized Cost		Fair Value
Due in one year or less	$	98,911	$	98,257
Due after one year through five years (1)		669,403		656,922
Due after five years through 10 years (1)		849,339		830,802
Due after 10 years (1)		896,040		710,134
Asset-backed and mortgage-backed securities (2)		2,093,922		2,029,956
Total		4,607,615		4,326,071
Less: loaned securities		56,661		54,155
Total fixed maturities available for sale	$	4,550,954	$	4,271,916

Actual maturities may differ as a result of calls before scheduled maturity.
Includes RMBS, CMBS, CLO, Other ABS and mortgage insurance-linked notes, which are not due at a single maturity date.

Net Investment Income

Net investment income consists of the following.

Net investment income
	Years Ended December 31,
(In thousands)	2025			2024			2023
Investment income
Fixed maturities	$	223,271		$	231,235		$	225,855
Equity securities		9,024			12,003			13,420
Short-term investments		21,215			26,908			17,460
Other (1)		6,609			6,282			5,289
Gross investment income		260,119			276,428			262,024
Investment expenses (1)		(11,355	)		(11,614	)		(9,931	)
Net investment income	$	248,764		$	264,814		$	252,093

Includes the impact from our securities lending activities. Investment expenses also include other investment management expenses.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Net Gains (Losses) on Investments and Other Financial Instruments

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

Net gains (losses) on investments and other financial instruments
	Years Ended December 31,
(In thousands)	2025			2024			2023
Net realized gains (losses) on investments sold or redeemed
Fixed maturities available for sale
Gross realized gains	$	14,654		$	3,428		$	1,609
Gross realized losses		(18,345	)		(12,465	)		(15,346	)
Fixed maturities available for sale, net		(3,691	)		(9,037	)		(13,737	)
Fixed maturities trading securities		583			(704	)		(402	)
Equity securities		(1,012	)		1,867			3,350
Other investments		230			53			54
Net realized gains (losses) on investments sold or redeemed		(3,890	)		(7,821	)		(10,735	)
Change in unrealized gains (losses) on investments sold or redeemed		2,250			(281	)		896
Impairment losses due to intent to sell		—			(369	)		—
Net unrealized gains (losses) on investments still held
Fixed maturities trading securities		920			(3,135	)		2,308
Equity securities		(5,138	)		3,054			7,625
Other investments		746			60			24
Net unrealized gains (losses) on investments still held		(3,472	)		(21	)		9,957
Total net gains (losses) on investments		(5,112	)		(8,492	)		118
Net gains (losses) on other financial instruments		5,088			4,145			9,287
Net gains (losses) on investments and other financial instruments	$	(24	)	$	(4,347	)	$	9,405

Loaned Securities

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. These securities lending agreements are collateralized financing arrangements whereby we transfer securities to third parties through an intermediary in exchange for cash or other securities. However, pursuant to the terms of these agreements, we maintain effective control over all loaned securities. Although we report such securities at fair value within other assets in our consolidated balance sheets, rather than within investments, the detailed information we provide in this Note 7 includes these securities. See Note 6 for additional detail on the loaned securities.

Under our securities lending agreements, the borrower is required to provide to us collateral, consisting of cash or securities, in amounts generally equal to or exceeding: (i) 102% of the value of the loaned securities (105% in the case of foreign securities) or (ii) another agreed-upon percentage not less than 100% of the market value of the loaned securities. Any cash collateral we receive may be invested in liquid assets. Cash collateral, which is reinvested for our benefit by the intermediary in accordance with the investment guidelines contained in the securities lending and collateral agreements, is reflected in short-term investments, with an offsetting liability recognized in other liabilities for the obligation to return the cash collateral. Securities collateral we receive is held on deposit for the borrower’s benefit and we may not transfer or loan such securities collateral unless the borrower is in default. Therefore, such securities collateral is not reflected in our consolidated financial statements given that the risks and rewards of ownership are not transferred to us from the borrowers.

Fees received and paid in connection with securities lending agreements are recorded in net investment income on the consolidated statements of operations.

All of our securities lending agreements are classified as overnight and revolving. Securities collateral on deposit with us from third-party borrowers totaling $84 million and $18 million as of December 31, 2025 and 2024, respectively, may not be transferred or re-pledged unless the third-party borrower is in default, and is therefore not reflected in our consolidated financial statements.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Other

Our investments include securities totaling $10 million and $8 million at December 31, 2025 and 2024, respectively, that are on deposit and serving as collateral with various state regulatory authorities. Our fixed-maturities available for sale also include securities serving as collateral for our FHLB advances. See Note 12 for additional information about our FHLB advances.

8. Reinsurance

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 and the XOL Program. The initial and ongoing credit that we receive under the PMIERs financial requirements for these risk distribution transactions is subject to the periodic review of the GSEs.

The effect of all of our reinsurance programs on our net premiums written and earned is as follows.

Net premiums written and earned
	Net Premiums Written									Net Premiums Earned
	Years Ended December 31,									Years Ended December 31,
(In thousands)	2025			2024			2023			2025			2024			2023
Direct	$	1,029,517		$	1,011,955		$	983,858		$	1,058,513		$	1,049,014		$	1,029,941
Ceded (1)		(97,507	)		(81,806	)		(79,618	)		(116,648	)		(109,777	)		(120,578	)
Total net premiums	$	932,010		$	930,149		$	904,240		$	941,865		$	939,237		$	909,363

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 recoverable.

Other reinsurance impacts
	Years Ended December 31,
(In thousands)	2025		2024		2023
Ceding commissions earned (1)	$	31,067	$	26,099	$	21,719
Ceded losses		17,480		11,153		773

Ceding commissions earned are included as an offset to expenses primarily in other operating expenses in our consolidated statements of operations. Deferred ceding commissions are included in other liabilities on our consolidated balance sheets.

QSR Program

Radian Guaranty entered into each of the agreements under our QSR Program with panels of third-party reinsurance providers to cede a contractual quota share percentage of certain of our NIW (as set forth in the table below), subject to certain conditions.

Radian Guaranty receives a ceding commission for ceded premiums earned pursuant to these transactions and is also entitled to receive a profit commission either quarterly or annually, depending on the terms of the particular agreement, provided that the loss ratio on the loans covered under the agreements generally remains below the applicable prescribed thresholds. Losses on the ceded risk up to these thresholds reduce Radian Guaranty’s profit commission on a dollar-for-dollar basis.

As of December 31, 2025, Radian Guaranty is ceding NIW only under the 2025 QSR Agreement. Radian Guaranty has the option to discontinue ceding new policies under the 2025 QSR Agreement, as well as the 2026 and 2027 QSR Agreements once they are effective, at the end of any calendar quarter.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

The following table sets forth additional details regarding the QSR Program, with RIF ceded as of the dates indicated.

QSR Program (1)
		Optional		Ceding	Profit	RIF Ceded
($ in millions)	NIW Policy Dates (2)(3)	Termination Date (3)	Quota Share %	Commission %	Commission %	December 31,<br>2025		December 31,<br>2024
2025 QSR Agreement	Jul 1, 2025-<br>Jun 30, 2026	Jul 1, 2029	30%	20%	Up to 63%	$	2,413	$	—
2024 QSR Agreement	Jul 1, 2024-<br>Jun 30, 2025	Jul 1, 2028	25%	20%	Up to 59%	$	2,819	$	1,621
2023 QSR Agreement	Jul 1, 2023-<br>Jun 30, 2024	Jul 1, 2027	22.5%	20%	Up to 55%	$	2,108	$	2,518
2022 QSR Agreement	Jan 1, 2022-<br>Jun 30, 2023	Jul 1, 2026	20%	20%	Up to 59%	$	3,572	$	4,059
2020 Single Premium QSR Agreement	Jan 1, 2020-<br>Dec 31, 2021	Jan 1, 2024	65%	25%	Up to 56%	$	1,326	$	1,525
2018 Single Premium QSR Agreement	Jan 1, 2018-<br>Dec 31, 2019	Jan 1, 2022	65%	25%	Up to 56%	$	582	$	661
2016 Single Premium QSR Agreement	Jan 1, 2012-<br>Dec 31, 2017	Jan 1, 2020	18% - 57%	25%	Up to 55%	$	780	$	873

Excludes the 2012 QSR Agreements, for which RIF ceded is no longer material, and the 2026 and 2027 QSR Agreements that were entered into in July 2025, but are effective for future NIW vintages from July 1, 2026, to June 30, 2027, and July 1, 2027, to June 30, 2028, respectively, with cessions of 30% and 15%, respectively.
The effective date for each agreement is the same as the beginning NIW policy date, except for the following: the 2016 Single Premium QSR Agreement, which has an effective date of January 1, 2016, and the 2022 QSR Agreement, which has an effective date of July 1, 2022.
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 reinsurers calculated in accordance with the terms of the applicable agreement. Radian Guaranty also may terminate any of the agreements 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. The scheduled termination date is 10 years after the ending NIW policy date.

XOL Program

Mortgage Insurance-linked Notes

Radian Guaranty has entered into fully collateralized reinsurance arrangements with the Eagle Re Issuers, as described below. For the respective coverage periods, Radian Guaranty retains the first-loss layer of aggregate losses, as well as any losses in excess of the outstanding reinsurance coverage amounts. The Eagle Re Issuers provide second layer coverage up to the outstanding coverage amounts. For each of these reinsurance arrangements, the Eagle Re Issuers financed their coverage by issuing mortgage insurance-linked notes to eligible capital markets investors in unregistered private offerings.

The 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, including an optional call feature that provides Radian Guaranty the right to terminate the transaction on or after the optional call date (5 or 7 years after the issuance of the mortgage insurance-linked notes depending on the transaction) and a right to exercise an optional clean-up call if the outstanding principal amount of the related mortgage insurance-linked notes falls below 10% of the initial coverage level or principal balance, depending on the transaction, of the related mortgage insurance-linked notes. 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 mortgage insurance-linked notes transaction agreements.

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’

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

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 for more information on our accounting treatment of VIEs.

The reinsurance premium due to the Eagle Re Issuers is calculated by multiplying the outstanding reinsurance coverage amount at the beginning of a period by a coupon rate, which is the sum of the Secured Overnight Financing Rate (“SOFR”), plus a contractual risk margin, and then subtracting actual investment income collected on the assets in the reinsurance trust during the preceding month. As a result, the amount of monthly reinsurance premiums ceded to the Eagle Re Issuers will fluctuate due to changes in one-month SOFR and changes in money market rates that affect investment income collected on the assets in the reinsurance trusts. 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 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 consolidated statements of operations. See Note 6 herein 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, Radian Guaranty would nonetheless be liable to make claims payments to our policyholders. In the event that all of the assets in the reinsurance trust (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.

The following table presents the total VIE assets and liabilities of the Eagle Re Issuers as of the dates indicated.

Total VIE assets and liabilities of Eagle Re Issuers (1)
	December 31,
(In thousands)	2025		2024
Eagle Re 2023-1 Ltd.	$	261,977	$	326,855
Eagle Re 2021-2 Ltd.		156,971		247,442
Eagle Re 2021-1 Ltd.		78,083		154,884
Total	$	497,031	$	729,181

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.

Traditional XOL Reinsurance

For the coverage periods under our traditional XOL reinsurance agreements, Radian Guaranty retains the first-loss layer of aggregate losses, as well as any losses in excess of the outstanding reinsurance coverage amounts. The reinsurers provide second layer coverage up to the outstanding coverage amounts. Radian Guaranty is then responsible for any losses in excess of the reinsurance coverage amount.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

The following table sets forth additional details regarding the XOL Program, with RIF, remaining coverage and first layer retention as of the dates indicated.

XOL Program
						December 31, 2025			December 31, 2024
(In millions)	Issued	NIW Policy Dates	Initial RIF	Initial Coverage	Initial First Layer Retention	RIF	Remaining Coverage	First Layer Retention	RIF	Remaining Coverage	First Layer Retention
Mortgage Insurance-linked Notes
Eagle Re 2023-1 Ltd.	October<br>2023	Apr 1, 2022-<br>Dec 31, 2022	$8,782	$353	$287	$6,997	$262	$280	$7,906	$327	$286
Eagle Re 2021-2 Ltd.	November<br>2021	Jan 1, 2021-<br>Jul 31, 2021	$10,758	$484	$242	$5,108	$157	$240	$6,271	$247	$241
Eagle Re 2021-1 Ltd. (1)	April<br>2021	Aug 1, 2020-<br>Dec 31, 2020	$11,061	$498	$221	$3,950	$78	$220	$4,966	$155	$221
Traditional XOL Reinsurance (2)
2023 XOL Agreement	October<br>2023	Oct 1, 2021-<br>Mar 31, 2022	$8,002	$246	$240	$5,868	$125	$238	$6,815	$167	$240
2025 XOL Agreement	December<br>2025	Jan 1, 2016-Sep 30, 2021	$17,821	$373	$136	$17,821	$373	$136	$—	$—	$—

Radian Group purchased $45 million of Eagle Re 2021-1 Ltd. outstanding principal amounts of the respective mortgage insurance-linked notes issued in connection with that reinsurance transaction. On our consolidated balance sheet at December 31, 2025 and 2024, these notes are included either in fixed maturities available for sale or, if included in our securities lending program, in other assets. See Notes 6 and 7 for additional information.
The 2023 XOL Agreement and 2025 XOL Agreement are scheduled to terminate on September 30, 2033, and December 31, 2035, respectively. Radian Guaranty has the option to terminate these agreements under certain circumstances, including the option to terminate the 2023 XOL Agreement and 2025 XOL Agreement as of September 30, 2028, and December 31, 2030, respectively, or at the end of any calendar quarter thereafter. Termination would result in Radian Guaranty reassuming the related RIF. For the 2023 XOL Agreement, in the event that Radian Guaranty does not exercise its right to terminate the agreement on the optional termination date, the monthly premium rate will increase from the original monthly premium.

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, the third-party reinsurers to Radian Guaranty have established trusts to help secure our potential cash recoveries. In addition to the total VIE assets of the Eagle Re Issuers discussed above, the amount held in reinsurance trusts was $416 million as of December 31, 2025, compared to $283 million as of December 31, 2024.

In addition, under our QSR Program, Radian Guaranty holds amounts related to ceded premiums written to collateralize the reinsurers’ obligations, which are reported as reinsurance funds withheld in other liabilities on our consolidated balance sheets. Certain loss recoveries and profit commissions paid to Radian Guaranty related to the QSR Program are expected to be realized from this account. See Note 9 for additional detail on our reinsurance funds withheld balances.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

9. Other Assets and Liabilities

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

Other assets
	December 31,
(In thousands)	2025		2024
Loaned securities (Notes 6 and 7)	$	141,878	$	139,121
Company-owned life insurance (1)		102,323		110,968
Prepaid reinsurance premiums (2)		53,331		72,472
Other		36,640		36,401
Total other assets	$	334,172	$	358,962

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.
Relates to our QSR Program.

The following table provides the components of other liabilities as of the dates indicated.

Other liabilities
	December 31,
(In thousands)	2025		2024
Reinsurance funds withheld (1)	$	123,866	$	121,983
Amount payable under securities lending agreements (2)		62,212		125,723
Accrued compensation		48,257		41,198
Current federal income taxes		34,772		23,290
Lease liability		22,120		29,761
Other		75,243		57,327
Total other liabilities	$	366,470	$	399,282

Primarily represents ceded premiums written held by Radian Guaranty to collateralize our reinsurers’ obligations related to our QSR Program. See Note 8 for additional information.
Represents the obligation to return cash collateral under our securities lending agreements. See Note 7 for additional information.

10. Income Taxes

Income Tax Provision

The following tables provide the components of our consolidated pretax income and income tax provision from continuing operations.

Pretax income from continuing operations
	Years Ended December 31,
(In thousands)	2025		2024		2023
United States	$	791,228	$	845,607	$	863,879
Total pretax income from continuing operations	$	791,228	$	845,607	$	863,879
Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements
---
Income tax provision (benefit) from continuing operations
---	---	---	---	---	---	---
	Years Ended December 31,
(In thousands)	2025		2024		2023
Current tax provision (benefit)
U.S. federal	$	33,121	$	17,527	$	14,333
U.S. state and local		1,311		1,846		933
Total current tax provision (benefit)		34,432		19,373		15,266
Deferred tax provision (benefit)
U.S. federal		135,570		162,993		170,246
U.S. state and local		3,047		2,926		2,507
Total deferred tax provision (benefit)		138,617		165,919		172,753
Total income tax provision (benefit)
U.S. federal		168,691		180,520		184,579
U.S. state and local		4,358		4,772		3,440
Total income tax provision (benefit)	$	173,049	$	185,292	$	188,019

The following table provides the reconciliation of taxes computed at the statutory tax rate of 21% in 2025, 2024 and 2023 to the provision for income taxes.

Reconciliation of provision for income taxes
	Years Ended December 31,
	2025					2024					2023
(In thousands)			% of Pretax Income from Continuing Operations					% of Pretax Income from Continuing Operations					% of Pretax Income from Continuing Operations
Provision for income taxes computed at the statutory tax rate				21.0	%				21.0	%				21.0	%
Change in tax resulting from:
U.S. federal
Tax credits		)		—	%		)		—	%		)		(0.1	)%
Nontaxable or nondeductible items
Nondeductible compensation expense				1.0	%				1.0	%				0.5	%
Other nontaxable or nondeductible items		)		(0.7	)%		)		(0.7	)%		)		(0.1	)%
State tax provision (benefit), net of federal impact (1)				0.4	%				0.4	%				0.4	%
Changes in unrecognized tax benefits (2)				—	%				0.2	%				0.1	%
Other adjustments				0.2	%				—	%				—	%
Income tax provision				21.9	%				21.9	%				21.8	%

All values are in US Dollars.

During the years ended December 31, 2025, 2024 and 2023, state taxes in Florida and Louisiana, Florida, and Florida and Illinois, respectively, comprised greater than 50% of the tax effect in this category.
Changes in unrecognized tax benefits include uncertain tax benefits related to current year tax positions.

As of December 31, 2025 and 2024, our current federal income tax liability primarily relates to applying the standards of accounting for uncertainty in income taxes, as well as taxes owed on taxable income for the fiscal year ended December 31, 2025. These amounts are included as a component of other liabilities on our consolidated balance sheets. See Note 9 for additional detail on the components of our other liabilities.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Deferred Tax Assets and Liabilities

The following table summarizes the significant components of our net deferred tax assets and liabilities from continuing operations.

Deferred tax assets and liabilities
	December 31,
(In thousands)	2025			2024
Deferred tax assets
Net unrealized loss on investments	$	59,124		$	93,082
State income taxes		29,108			35,233
Unearned premiums		26,062			26,218
Goodwill and intangibles		14,950			16,452
Accrued expenses		10,074			9,134
Capitalized research and development		2,387			6,896
Other		37,762			35,625
Total gross deferred tax assets		179,467			222,640
Less: Valuation allowance		52,330			55,405
Total deferred tax assets		127,137			167,235
Deferred tax liabilities
Contingency reserve		1,057,831			925,152
Other		11,499			14,315
Total deferred tax liabilities		1,069,330			939,467
Net deferred tax asset (liability)	$	(942,193	)	$	(772,232	)

As of December 31, 2025, 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 future periods.

In addition, certain entities within our consolidated group have generated net 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, we have concluded a valuation allowance is required with respect to deferred tax assets relating to these state and local NOLs and other state timing adjustments.

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 December 31, 2025 and 2024, we held $1.1 billion and $921 million, respectively, of these bonds, which are reported as prepaid federal income taxes in our consolidated balance sheets. The corresponding deduction of our statutory contingency reserves resulted in the recognition of a net deferred tax liability. See Note 16 for additional information about our U.S. Mortgage Guaranty Tax and Loss Bonds.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Unrecognized Tax Benefits

The following table provides a reconciliation of the beginning and ending gross unrecognized tax benefits, excluding interest and penalties.

Reconciliation of gross unrecognized tax benefits
	Years Ended December 31,
(In thousands)	2025			2024			2023
Balance at beginning of period	$	20,634		$	19,931		$	20,810
Tax positions related to the current year:
Increases		384			698			314
Decreases		—			—			(290	)
Tax positions related to prior years:
Increases		18,301			18,742			20,387
Decreases		—			(106	)		(667	)
Lapses of applicable statute of limitation		(18,394	)		(18,631	)		(20,623	)
Balance at end of period	$	20,925		$	20,634		$	19,931
Net unrecognized tax benefits that, if recognized, would affect the effective tax rate	$	5,077		$	4,843		$	3,519

Our gross unrecognized tax benefits increased from December 31, 2024, to December 31, 2025, primarily as a result of the impact of unrecognized tax benefits associated with our recognition of certain premium income, partially offset by reductions related to lapses of the statute of limitations. Although unrecognized tax benefits decreased due to statute expirations, certain amounts for premium income recognition continued to impact subsequent years, resulting in a corresponding increase in unrecognized tax benefits related to premium income recognition.

The company is no longer subject to U.S. federal income tax examinations by tax authorities for years before 2022. Additionally, among the entities within our consolidated group, various tax years remain open to potential examination by state and local taxing authorities.

The following table provides the components of our year-to-date income taxes paid (net of refunds received).

Net income taxes paid
	Years Ended December 31,
(In thousands)	2025		2024		2023
Federal income taxes (1)	$	135,107	$	170,973	$	153,067
State income taxes		2,026		1,674		907
Total net income taxes paid	$	137,133	$	172,647	$	153,974

Federal income taxes paid include amounts paid to purchase Tax and Loss Bonds issued by the U.S. Department of the Treasury.

11. Losses and LAE

Our reserve for losses and LAE consists of the following as of the dates indicated.

Reserve for losses and LAE
	December 31,
(In thousands)	2025		2024
Primary case	$	378,264	$	336,553
Primary IBNR and LAE		15,764		13,399
Pool and other		5,918		4,479
Total reserve for losses and LAE	$	399,946	$	354,431
Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements
---

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 reserve for losses
	Years Ended December 31,
(In thousands)	2025			2024			2023
Balance at beginning of year	$	354,431		$	364,923		$	420,955
Less: Reinsurance recoverables (1)		34,144			25,074			24,727
Balance at beginning of year, net of reinsurance recoverables		320,287			339,849			396,228
Add: Losses and LAE incurred in respect of default notices reported and unreported in:
Current year (2)		211,355			197,719			178,665
Prior years		(144,588	)		(199,967	)		(220,801	)
Total incurred		66,767			(2,248	)		(42,136	)
Deduct: Paid claims and LAE related to:
Current year (2)		1,765			1,118			246
Prior years		32,362			16,196			13,997
Total paid		34,127			17,314			14,243
Balance at end of year, net of reinsurance recoverables		352,927			320,287			339,849
Add: Reinsurance recoverables (1)		47,019			34,144			25,074
Balance at end of year	$	399,946		$	354,431		$	364,923

Related to ceded losses recoverable, if any, on reinsurance transactions. See Note 8 for additional information.
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 both the number of new primary default notices received in the period and our related gross Default to Claim Rate and Claim Severity assumptions applied to those new defaults and (ii) reserve developments on prior period defaults, which are primarily impacted by changes to our prior Default to Claim Rate and Claim Severity assumptions applied to these loans.

New primary default notices totaled 51,551 for the year ended December 31, 2025, compared to 50,535 for the year ended December 31, 2024, and 44,007 for the year ended December 31, 2023. We believe these increases in new primary defaults are mainly due to the natural seasoning of our insured portfolio given the increase in our IIF in recent years and not the result of deteriorating credit performance of the insured portfolio.

Our gross Default to Claim Rate assumption applied to new defaults was 7.5% as of both December 31, 2025, and December 31, 2024, compared to 8.0% as of December 31, 2023, based on our review of trends in Cures and claims paid for our default inventory and taking into consideration the risks and uncertainties associated with the current economic environment.

Our provision for losses during 2025, 2024 and 2023 was positively impacted by favorable reserve development on prior year defaults, primarily as a result of more favorable trends in Cures than originally estimated. These Cures have been due primarily to favorable outcomes resulting from positive trends in home price appreciation, which has also contributed to a higher rate of claims that result in no ultimate loss to us and that are withdrawn by servicers as a result. These favorable observed trends for prior year default notices resulted in reductions in our Default to Claim Rate and other reserve assumptions in both 2025 and 2024, including our Claim Severity assumptions in 2024.

Default to Claim Rate

Our Default to Claim Rate estimates on defaulted loans are mainly developed based on the Stage of Default and Time in Default of the underlying defaulted loans grouped according to the period in which the default occurred, as measured by the progress toward foreclosure sale and the number of months in default. During 2025 and 2024, the ongoing favorable trend in

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Cures resulting from the positive trends in home price appreciation contributed to reductions in our claims paid, including as a result of an increase in the number of claims that are withdrawn by servicers with no ultimate loss, which in turn led to a reduction in our Default to Claim Rates and other reserve assumptions.

The following table provides our gross Default to Claim Rates on our primary portfolio based on the Time in Default and as of the dates indicated.

Default to Claim Rates
	December 31,
	2025			2024			2023
Default to Claim Rate on:
New defaults		7.5	%		7.5	%		8.0	%
Defaults not in Foreclosure Stage
Time in Default: < 2 years (1)		20.4	%		20.2	%		21.0	%
Time in Default: 2 - 5 years		45.0	%		45.0	%		55.0	%
Time in Default: > 5 years		50.0	%		50.0	%		60.0	%
Foreclosure Stage Defaults		55.0	%		55.0	%		65.0	%

Represents the weighted average Default to Claim Rate for all defaults not in foreclosure stage that have been in default for up to two years, including new defaults. The estimated Default to Claim Rates applied to defaults within this population vary by Time in Default, and range from the Default to Claim Rates on new defaults shown above, up to 42.5%, 42.7% and 50.0% for more aged defaults in this category as of December 31, 2025, 2024 and 2023, respectively.

Our estimate of expected Rescissions and Claim Denials is then applied to our estimated gross Default to Claim Rates and is generally based on our historical experience.

Claim Severity

Beginning in 2024, we estimate Claim Severity by applying observed severity rates for past paid claims within cohorts based on both Time in Default and estimated borrower equity, as adjusted to account for anticipated differences and risks in future results compared to past trends, including potential declines in estimated borrower equity. Our estimated primary Claim Severity was 90% of defaulted risk exposure as of December 31, 2025, compared to 89% as of December 31, 2024.

Claims Paid

Total claims paid increased in 2025 compared to 2024 and 2023, consistent with the growth and seasoning of our IIF, as well as our reserving expectations.

Concentration of Risk

Texas accounted for 11% and 10% of our Mortgage Insurance business measured by primary RIF as of December 31, 2025 and 2024, respectively. Texas accounted for 10%, 11% and 13% of our direct NIW for the years ended December 31, 2025, 2024 and 2023, respectively.

Additional Disclosures

The following tables provide information as of and for the periods indicated about: (i) incurred losses, net of reinsurance; (ii) the total of IBNR liabilities plus expected development on reported claims, included within the net incurred loss amounts; (iii) the cumulative number of reported defaults; and (iv) cumulative paid claims, net of reinsurance. The default year represents the period that a new default notice is first reported to us by loan servicers, related to borrowers who missed two monthly payments.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

The information about net incurred losses and paid claims development for the years ended prior to 2025 is presented as supplementary information.

Incurred losses, net of reinsurance
( in thousands)				Years Ended December 31,																Total of IBNR<br>Liabilities<br>Plus<br>Expected<br>Development<br>on Reported		Cumulative<br>Number of<br>Reported
																				Claims (1)		Defaults (2)
Default Year		2017		2018		2019		2020		2021		2022		2023		2024		2025		As of December 31, 2025
2016	201,016	$	165,440	$	149,753	$	148,811	$	148,640	$	148,349	$	145,267	$	142,521	$	140,962	$	140,678	$	24		40,503
2017			180,851		151,802		133,357		130,274		126,989		122,407		118,033		115,317		115,068		64		42,888
2018					131,513		116,634		95,534		88,252		75,262		70,145		66,583		65,585		—		37,369
2019							143,475		136,860		109,416		66,466		51,053		43,818		41,450		8		40,985
2020									504,160		408,809		87,213		39,584		27,266		24,417		8		108,025
2021											156,328		72,475		23,308		11,974		9,599		—		37,470
2022													155,908		71,300		24,044		17,156		8		37,738
2023															173,076		75,762		42,628		105		44,007
2024																	190,355		102,068		97		50,535
2025																			203,316		2,377		51,551
Total																		$	761,965

All values are in US Dollars.

Represents reserves as of December 31, 2025, related to IBNR liabilities.
Represents total number of new primary default notices received in each calendar year as compiled monthly based on reports received from loan servicers. As reflected in our Default to Claim Rate assumptions, a significant portion of reported defaults generally do not result in a claim. In certain instances, a defaulted loan may cure, and then re-default in a later period. Consistent with our reserving practice, each new event of default is treated as a unique occurrence and therefore certain loans that cure and re-default may be included as a reported default in multiple periods.

Cumulative paid claims, net of reinsurance
(In thousands)	Years Ended December 31,
	Unaudited
Default Year	2016		2017		2018		2019		2020		2021		2022		2023		2024		2025
2016	$	11,061	$	76,616	$	119,357	$	134,115	$	137,306	$	138,525	$	139,539	$	139,651	$	139,937	$	140,113
2017				24,653		66,585		99,678		108,484		111,458		112,445		113,027		113,497		113,603
2018						5,584		36,066		54,625		60,926		62,968		63,603		64,015		64,256
2019								4,220		18,703		28,896		35,594		37,960		39,082		39,426
2020										4,148		9,867		14,635		17,884		19,465		20,375
2021												1,112		2,561		4,409		6,043		6,696
2022														498		2,867		6,699		9,238
2023																246		6,201		17,996
2024																		1,118		15,740
2025																				1,765
Total																				429,208
All outstanding liabilities before 2016, net of reinsurance																				6,634
Liabilities for claims, net of reinsurance (1)																			$	339,391

Calculated as follows:

(In thousands)
Incurred losses, net of reinsurance	$	761,965
All outstanding liabilities before 2016, net of reinsurance		6,634
Cumulative paid claims, net of reinsurance		(429,208	)
Liabilities for claims, net of reinsurance	$	339,391
Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements
---

The following table provides a reconciliation of the net incurred losses and paid claims development tables above to the mortgage insurance reserve for losses and LAE at December 31, 2025.

Net outstanding liabilities
(In thousands)	December 31, 2025
Reserve for losses and LAE, net of reinsurance	$	339,391
Reinsurance recoverable on unpaid claims		47,019
Unallocated LAE		13,536
Total gross reserve for losses and LAE	$	399,946

The following is supplementary information about average historical claims duration as of December 31, 2025, representing the average distribution of when claims are paid relative to the year of default.

Average annual percentage payout of incurred losses by age, net of reinsurance (unaudited)
Years	1	2	3	4	5	6	7	8	9	10
Mortgage insurance	8.2%	27.2%	25.1%	12.7%	4.5%	1.8%	0.7%	0.3%	0.1%	0.1%

12. Borrowings and Financing Activities

As of the dates indicated, the carrying value of our debt is as follows.

Borrowings
				December 31,
($ in thousands)	Interest rate			2025		2024
Senior notes
Senior Notes due 2027		4.875	%	$	448,577	$	447,461
Senior Notes due 2029		6.200	%		619,331		617,876
Total senior notes				$	1,067,908	$	1,065,337
				December 31,
($ in thousands)	Average <br>interest rate (1)			2025		2024
Other Borrowings
FHLB advances due 2025	n/a			$	—	$	36,143
FHLB advances due 2026		4.036	%		33,320		1,835
FHLB advances due 2027		2.562	%		7,887		7,887
Total other borrowings				$	41,207	$	45,865

As of December 31, 2025. See “FHLB Advances” below for more information.

Interest expense consists of the following.

Interest expense
	Years Ended December 31,
(In thousands)	2025		2024		2023
Senior notes	$	63,258	$	80,020	$	81,246
FHLB advances		2,867		2,430		3,454
Revolving credit facility		1,652		1,281		1,374
Loss on extinguishment of debt		513		4,275		—
Other		—		—		114
Total interest expense	$	68,290	$	88,006	$	86,188
Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements
---

Senior Notes

Senior Notes due 2027. These notes, which were issued in June 2019, bear interest payable semi-annually on March 15 and September 15 of each year, and mature on March 15, 2027.

Senior Notes due 2029. In March 2024, we issued $625 million aggregate principal amount of Senior Notes due 2029 and received net proceeds of $617 million. These notes mature on May 15, 2029, and bear interest at a rate of 6.200% per annum, payable semi-annually on May 15 and November 15 of each year, which interest payments commenced on November 15, 2024.

Redemption Terms in Senior Notes. We have the option to redeem the Senior Notes due 2027 and 2029, in whole or in part, at any time, or from time to time, prior to September 15, 2026 (the date that is six months prior to the maturity date of the Senior Notes due 2027) and April 15, 2029 (the date that is one month prior to the maturity date of the Senior Notes due 2029) (in each case, the “Par Call Date”), respectively. Prior to the Par Call Date, the Senior Notes due 2027 and 2029 may be redeemed at a redemption price equal to the greater of: (i) 100% of the aggregate principal amount of the notes to be redeemed and (ii) the make-whole amount, which is the sum of the present values of the remaining scheduled payments of principal and interest in respect of the notes to be redeemed from the redemption date to the Par Call Date discounted to the redemption date on a semiannual basis at the applicable treasury rate plus 50 basis points (for the Senior Notes due 2027) or 30 basis points (for the Senior Notes due 2029) plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. At any time on or after the applicable Par Call Date, we may, at our option, redeem the notes in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.

Covenants in Senior Notes. The indentures governing the Senior Notes due 2027 and 2029 contain covenants customary for securities of this nature, including covenants related to the payment of the notes, reports to be provided, compliance certificates to be issued and covenants related to amendments to the indentures. Additionally, the indentures include covenants restricting us from encumbering the capital stock of a designated subsidiary (as defined in the indenture for the notes) or disposing of any capital stock of any designated subsidiary unless such disposition is made for at least fair value of the capital stock (in the opinion of the Company’s board of directors) and either all of the stock is disposed of or we retain more than 80% of the stock. We were in compliance with all covenants as of December 31, 2025.

FHLB Advances

Radian Guaranty is a member of the FHLB. As a member, it may borrow from the FHLB, subject to certain conditions, which include the need to post collateral and the requirement to maintain a minimum investment in FHLB stock, in part depending on the level of its outstanding FHLB advances.

Interest on the FHLB advances is primarily fixed-rate and 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 paying a prepayment fee.

The principal balance of the FHLB advances is required to be collateralized by eligible assets with a fair value that must be maintained generally within a minimum range of 103% to 114% of the amount borrowed, depending on the type of assets pledged. Our investments include securities totaling $43 million and $49 million at December 31, 2025 and 2024, respectively, which serve as collateral for our FHLB advances to satisfy this requirement.

Revolving Credit Facility

Radian Group had in place since December 2021 an unsecured revolving credit facility for $275 million with a syndicate of bank lenders that was set to expire in December 2026. On November 4, 2025, Radian Group entered into an amended and restated credit facility with a syndicate of bank lenders, led by Royal Bank of Canada and Citizens Bank, to, among other things, increase the committed borrowing capacity to $500 million. The amended and restated credit facility has a maturity date of November 4, 2030. The amended and restated credit facility also includes an accordion feature that allows Radian Group, at its option, to increase the total borrowing capacity by $250 million, so long as Radian receives commitments from lenders. Subject to certain limitations, borrowings under the credit facility may be used for working capital, general corporate purposes and growth initiatives. In February 2026, we drew $200 million on the facility in connection with the Inigo closing. See Note 1 for information on the Inigo acquisition.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

The credit facility contains customary representations, warranties, covenants, terms and conditions. Our ability to borrow under the credit facility is conditioned on the satisfaction of certain financial and other covenants, including covenants related to minimum consolidated net worth, a maximum debt-to-capitalization level, limits on certain types of indebtedness and liens, and Radian Guaranty’s eligibility as a private mortgage insurer with the GSEs. As of December 31, 2025, Radian Group was in compliance with all the covenants and there were no amounts outstanding under this revolving credit facility.

13. Commitments and Contingencies

Legal Proceedings

We are routinely involved in a number of legal actions and proceedings, including reviews, audits, inquiries, information-gathering requests and investigations by various regulatory entities, as well as litigation and other disputes arising in the ordinary course of our business. In connection with these matters, from time to time we receive requests and subpoenas seeking information and documents related to aspects of our business. Our Master Policies establish the timeline within which any suit or action arising from any right of an insured under the policy generally must be commenced. In general, any suit or action arising from any right of an insured under the policy must be commenced within two years after such right first arose for primary insurance and within three years for certain other policies, including certain Pool Mortgage Insurance policies. Although we believe that our Loss Mitigation Activities are justified under our policies, from time to time we face challenges from certain lender and servicer customers regarding our Loss Mitigation Activities. These challenges could result in additional arbitration or judicial proceedings and we may need to reassume the risk on, and increase loss reserves for, the associated policies or pay additional claims.

In the course of our regular review of pending legal actions and proceedings, we determine whether it is reasonably possible that a potential loss may have a material impact on our liquidity, results of operations or financial condition. If we determine such a loss is reasonably possible, we disclose information relating to such potential loss, including an estimate or range of loss or a statement that such an estimate cannot be made. On a quarterly basis, we review relevant information with respect to loss contingencies and update our accruals, disclosures and estimates of reasonably possible losses or range of losses based on such reviews. We are often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by the court on motions or appeals, analysis by experts and the progress of settlement negotiations. In addition, we generally make no disclosures for loss contingencies that are determined to be remote. For matters for which we disclose an estimated loss, the disclosed estimate reflects the reasonably possible loss or range of loss in excess of the amount accrued, if any.

Management believes, based on current knowledge and after consultation with counsel, that the outcome of currently pending or threatened actions will not have a material adverse effect on our consolidated financial condition or results of operations. The outcome of legal actions and proceedings is inherently uncertain, and it is possible that any one or more matters could have an adverse effect on our liquidity, financial condition or results of operations for any particular period. In accordance with applicable accounting standards and guidance, we establish accruals only when we determine both that it is probable that a loss has been incurred and the amount of the loss is reasonably estimable. We accrue the amount that represents our best estimate of the probable loss; however, if we can only determine a range of estimated losses, we accrue an amount within the range that, in our judgment, reflects the most likely outcome, and if none of the estimates within the range is more likely, we accrue the minimum amount of the range.

Legal actions and proceedings could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief that could require significant expenditures or have other effects on our business in excess of amounts we have established as reserves for such matters. Loss estimates are inherently subjective, based on currently available information and are subject to management’s judgment and various assumptions. Due to the inherently subjective nature of these estimates and the uncertainty and unpredictability surrounding the outcome of legal and other proceedings, actual results may differ materially from any amounts that have been accrued.

Leases

Our lease liability represents the present value of future lease payments over the lease term for our corporate headquarters and other locations around the country. Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate, on a collateralized basis, to discount the lease payments based on

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

information available at lease commencement. Our leases expire periodically through April 2033 and contain provisions for scheduled periodic rent increases. We estimate the incremental borrowing rate based on the yields of Radian Group corporate bonds, as adjusted to reflect a collateralized borrowing rate, resulting in discount rates ranging from 6.0% to 7.5%. While certain of our leases expire within one year of one of Radian Group’s corporate bonds, our more significant leases do not. For those leases, we adjust the corporate bond rate for both U.S. Department of the Treasury rate yields, and a corporate spread adjustment determined from recent market data.

The following tables provide additional information related to our leases, including: (i) the components of our total lease cost; (ii) the cash flows arising from our lease transactions; (iii) supplemental balance sheet information; (iv) the weighted-average remaining lease term; (v) the weighted-average discount rate used for our leases; and (vi) the remaining maturities of our lease liabilities, as of and for the periods indicated.

Total lease cost
	Years Ended December 31,
(In thousands)	2025			2024
Operating lease cost	$	2,880		$	3,343
Short-term lease cost		11			—
Sublease income		(920	)		(826	)
Total lease cost	$	1,971		$	2,517
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	(6,961	)	$	(7,997	)
Operating leases
---	---	---	---	---	---	---
	December 31,
($ in thousands)	2025			2024
Operating leases
Operating lease right-of-use assets (1)	$	8,996		$	11,613
Operating lease liabilities (2)		22,120			29,761
Weighted-average remaining lease term - operating leases (in years)	6.6 years			7.5 years
Weighted-average discount rate - operating leases		7.2	%		7.2	%
Remaining maturities of lease liabilities for future years is as follows:
2026	$	6,989
2027		6,859
2028		7,000
2029		7,142
2030		7,286
2031 and thereafter		12,539
Total lease payments		47,815
Less: Imputed interest		(25,695	)
Present value of lease liabilities (2)	$	22,120

Classified in other assets in our consolidated balance sheets.
Classified in other liabilities in our consolidated balance sheets.

We have entered into sublease agreements for certain portions of the office space in our former corporate headquarters in Philadelphia. Upon entering a sublease agreement, we generally do not anticipate being relieved of our primary obligation under the original lease and will act as a lessor recognizing any sublease income on a straight-line basis over the remaining lease term as an offset to other operating expenses.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

14. Capital Stock

Shares of Common Stock

The following table provides the changes in common stock outstanding for each of the periods indicated.

Common stock outstanding
	Years Ended December 31,
(In thousands)	2025			2024			2023
Common stock outstanding at beginning of period		147,569			153,179			157,056
Shares repurchased under share repurchase programs		(13,417	)		(7,043	)		(5,264	)
Issuance of common stock under incentive and benefit plans, net of shares withheld for employee taxes		1,346			1,433			1,387
Common stock outstanding at end of period		135,498			147,569			153,179

Share Repurchase Activity

From time to time, Radian Group’s board of directors approves and authorizes the Company to repurchase Radian Group common stock in the open market or in privately negotiated transactions, based on market and business conditions, stock price and other factors. As of December 31, 2025, Radian had two outstanding share repurchase authorizations in effect, as further discussed below. Radian generally executes its share repurchases pursuant to trading plans under Rule 10b5-1 of the Exchange Act (“Rule 10b5-1”), which permits the Company to purchase shares when it may otherwise be precluded from doing so.

In July 2025, we paused share repurchases as part of the overall cash management strategy to ensure adequate funds were available for the acquisition of Inigo. The Company may engage in share repurchases again in the future. See Note 1 for additional information on the acquisition of Inigo.

Under the first share repurchase authorization, which commenced in January 2023 and is scheduled to expire in June 2026, the Company is authorized to repurchase shares up to $900 million, excluding commissions.

During the years ended December 31, 2025 and 2024, the Company purchased 13.4 million shares and 7.0 million shares at an average price of $32.06 and $31.81 per share, including commissions, respectively, pursuant to this share repurchase authorization. As of December 31, 2025, purchase authority of up to $113 million remained available under this authorization.

In May 2025, Radian Group’s board of directors authorized a second repurchase authorization to purchase shares up to an additional $750 million, excluding commissions. Under this second authorization, the full amount remained available as of December 31, 2025. Use of this authorization will commence once the first authorization is exhausted or expires. This second authorization is scheduled to expire in December 2027.

The Inflation Reduction Act of 2022 imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. Unless otherwise noted, all dollar amounts presented in this report related to our share repurchases and our share repurchase authorizations exclude such excise taxes, to the extent applicable.

Other Purchases

We may purchase shares on the open market to settle stock options exercised by employees. In addition, upon the vesting of certain RSUs under our equity compensation plans, we may withhold from such vested awards shares of our common stock to satisfy the tax liability of the award recipients.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Dividends and Dividend Equivalents

The following table presents the amount of dividends declared and paid, on a per share basis, for each quarter and annual period as indicated.

Dividends declared and paid
	2025		2024		2023
Quarter ended
March 31	$	0.255	$	0.245	$	0.225
June 30		0.255		0.245		0.225
September 30		0.255		0.245		0.225
December 31		0.255		0.245		0.225
Total annual dividends per share declared and paid	$	1.020	$	0.980	$	0.900

Dividend equivalents are accrued on RSUs when dividends are declared on the Company’s common stock and are typically paid upon vesting of the shares. See Note 17 for information about our dividend equivalents on RSU awards.

15. Accumulated Other Comprehensive Income (Loss)

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

Rollforward of accumulated other comprehensive income (loss)
	Year Ended December 31, 2025
(In thousands)	Before<br>Tax			Tax<br>Effect			Net of<br>Tax
Balance at beginning of period	$	(443,340	)	$	(93,102	)	$	(350,238	)
Other comprehensive income (loss)
Unrealized holding gains (losses) on investments arising during the period for which an allowance for expected credit losses has not been recognized		158,012			33,182			124,830
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		(3,691	)		(775	)		(2,916	)
Net unrealized gains (losses) on investments		161,703			33,957			127,746
Net unrealized gains (losses) from investments recorded as assets held for sale		365			77			288
Other adjustments to comprehensive income (loss), net		58			13			45
Other comprehensive income (loss)		162,126			34,047			128,079
Balance at end of period	$	(281,214	)	$	(59,055	)	$	(222,159	)
Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements
---
Rollforward of accumulated other comprehensive income (loss)
---	---	---	---	---	---	---	---	---	---
	Year Ended December 31, 2024
(In thousands)	Before<br>Tax			Tax<br>Effect			Net of<br>Tax
Balance at beginning of period	$	(418,799	)	$	(87,948	)	$	(330,851	)
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		(34,055	)		(7,152	)		(26,903	)
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		(9,406	)		(1,975	)		(7,431	)
Net unrealized gains (losses) on investments		(24,649	)		(5,177	)		(19,472	)
Net unrealized gains (losses) from investments recorded as assets held for sale		194			41			153
Other adjustments to comprehensive income, net		(86	)		(18	)		(68	)
Other comprehensive income (loss)		(24,541	)		(5,154	)		(19,387	)
Balance at end of period	$	(443,340	)	$	(93,102	)	$	(350,238	)
	Year Ended December 31, 2023
(In thousands)	Before<br>Tax			Tax<br>Effect			Net of<br>Tax
Balance at beginning of period	$	(578,228	)	$	(121,429	)	$	(456,799	)
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		145,303			30,514			114,789
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		(13,737	)		(2,885	)		(10,852	)
Net unrealized gains (losses) on investments		159,040			33,399			125,641
Net unrealized gains (losses) from investments recorded as assets held for sale		162			34			128
Other adjustments to comprehensive income, net		227			48			179
Other comprehensive income (loss)		159,429			33,481			125,948
Balance at end of period	$	(418,799	)	$	(87,948	)	$	(330,851	)

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

16. Statutory Information

Radian Group serves as the holding company for our insurance subsidiaries, through which we conduct our mortgage insurance and title insurance businesses. These insurance subsidiaries are subject to comprehensive, detailed regulation by the insurance departments in the various states where our insurance subsidiaries are domiciled or licensed to transact business. Insurance laws vary from state to state, but generally grant broad supervisory powers to state agencies or officials to examine insurance companies and enforce rules or exercise discretion affecting almost every significant aspect of the insurance business, including the power to revoke or restrict an insurance company’s ability to write new business.

All of our mortgage insurance subsidiaries are domiciled in Pennsylvania. We currently write new mortgage insurance business using only one principal subsidiary, Radian Guaranty. Radian Guaranty is authorized as a monoline insurer to write mortgage guaranty insurance (or in states where there is no specific authorization for mortgage guaranty insurance, the applicable line of insurance under which mortgage guaranty insurance is regulated) in all 50 states, the District of Columbia and Guam.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

As part of our Title services, we offer title insurance through Radian Title Insurance, which is domiciled in Ohio and licensed to issue title insurance policies in 41 states and the District of Columbia. As a result of the planned divestiture of our Title services, we have classified this business as held for sale on our consolidated balance sheets and have reflected its results as discontinued operations in our consolidated statements of operations. See Note 1 for additional information.

In addition to complying with state insurance regulations, 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. The PMIERs are comprehensive, covering virtually all aspects of the business and operations of a private mortgage insurer, including internal risk management and quality controls, the relationship between the GSEs and the approved insurer, as well as the approved insurer’s financial condition. See “PMIERs” below for additional information.

The PMIERs and state insurance regulations include various capital requirements and dividend restrictions based on our insurance subsidiaries’ statutory financial position and results of operations, as described below. Our failure to maintain adequate levels of capital could lead to intervention by the various insurance regulatory authorities, which could materially and adversely affect our business, business prospects and financial condition.

Statutory Financial Statements

We prepare our statutory financial statements in accordance with the accounting practices required or permitted, if applicable, by the insurance departments of the respective states of domicile of our insurance subsidiaries. Required SAP are established by the NAIC, as well as state laws, regulations and general administrative rules. In addition, insurance departments have the right to permit other specific practices that may deviate from prescribed practices. As of December 31, 2025, we did not have any prescribed or permitted SAP that resulted in reported statutory surplus or risk-based capital being materially different from what would have been reported had NAIC statutory accounting practices been followed.

Reflecting the principal differences between SAP and GAAP, statutory financial statements typically do not include unrealized gains or losses on fixed-maturity securities, deferred policy acquisition costs, certain net deferred tax assets and certain other less readily marketable assets that are designated as non-admitted assets. In addition to these general differences, SAP also requires that mortgage insurance companies establish a special contingency reserve equal to 50% of premiums earned in each year, generally to be maintained for 10 years, to protect policyholders against loss during adverse economic cycles.

As a result of the requirement to establish and maintain this statutory liability, contingency reserves affect the ability of a mortgage insurer to pay dividends, as described below. With regulatory approval, a mortgage insurance company may make early withdrawals from this contingency reserve when incurred losses exceed 35% of net premiums in a calendar year. During 2025, Radian Guaranty released $466 million from its contingency reserves due to the expiration of the 10-year holding requirement for the contingency reserves established during 2015. Based on the typical 10-year holding requirement, Radian Guaranty is scheduled to continue releasing contingency reserves to unassigned surplus in material amounts for the foreseeable future. See “Statutory Dividend Restrictions” below for additional information.

As a mortgage guaranty insurer, we are eligible for a tax deduction, subject to certain limitations, related to amounts required to be set aside in statutory contingency reserves to the extent we purchase U.S. Mortgage Guaranty Tax and Loss Bonds issued by the U.S. Department of the Treasury. Under SAP, this deduction reduces the tax provision reflected in the statutory financial statements, which in turn increases statutory net income and surplus as well as Available Assets under the PMIERs. As of December 31, 2025, Radian Guaranty held $1.1 billion of these bonds, which have a 10-year original maturity but may generally be redeemed in any tax year prior to maturity.

Excluding Radian Title Insurance, whose results are immaterial and are included in discontinued operations, our insurance subsidiaries’ statutory net income (loss) for the periods indicated, and statutory policyholders’ surplus as of the dates indicated, are as follows.

Statutory net income (loss)
	Years Ended December 31,
(In thousands)	2025		2024			2023
Radian Guaranty	$	735,444	$	794,699		$	803,804
Other mortgage insurance subsidiaries		982		(1,546	)		311
Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements
---
Statutory policyholders’ surplus (1)
---	---	---	---	---	---	---
	December 31,
(In thousands)	2025		2024		2023
Radian Guaranty	$	646,115	$	722,861	$	619,584
Other mortgage insurance subsidiaries		17,057		16,515		17,444

See the “Surplus additions (distributions)” table under “Statutory Dividend Restrictions” below for additional information on certain changes impacting policyholders’ surplus.

Statutory Capital Requirements

Under state insurance regulations, Radian Guaranty is required to maintain minimum surplus levels and, in certain states, a maximum ratio of net RIF relative to statutory capital, or Risk-to-capital. The most common 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 an MPP Requirement. Unless an RBC State grants a waiver or other form of relief, if a mortgage insurer, such as Radian Guaranty, is not in compliance with the Statutory RBC Requirement of that state, the mortgage insurer may be prohibited from writing new mortgage insurance business in that state.

The statutory capital requirements for the non-RBC States are de minimis (ranging from $1 million to $5 million); however, the insurance laws of these states generally grant broad supervisory powers to state agencies or officials to enforce rules or exercise discretion affecting almost every significant aspect of the insurance business, including the power to revoke or restrict an insurance company’s ability to write new business. Radian Guaranty’s domiciliary state, Pennsylvania, is not one of the RBC States.

Radian Guaranty was in compliance with all applicable Statutory RBC Requirements and MPP Requirements in each of the RBC States as of December 31, 2025. Radian Guaranty’s Risk-to-capital was 10.3:1 and 10.2:1 as of December 31, 2025 and 2024, respectively. For purposes of the Risk-to-capital requirements imposed by certain states, statutory capital is defined as the sum of statutory policyholders’ surplus plus statutory contingency reserves. Our other insurance subsidiaries were also in compliance with all statutory and counterparty capital requirements as of December 31, 2025 and 2024.

In August 2023, the NAIC adopted amendments that revise the Model Act, including with respect to capital and reserve requirements, reinsurance, underwriting practices, quality assurance, and policy form and rate filings. The requirements with respect to minimum capital and surplus requirements for mortgage insurers were not materially changed in the Model Act, as amended. The potential impact on the Company is not expected to be material and will depend on which states, if any, ultimately adopt the amended Model Act.

PMIERs

The PMIERs financial requirements require that a mortgage insurer’s Available Assets meet or exceed its Minimum Required Assets. At December 31, 2025, Radian Guaranty is an approved mortgage insurer under the PMIERs and is in compliance with the current PMIERs financial requirements.

The GSEs may amend the PMIERs at any time, and they have broad discretion to interpret the requirements; any amendments or changes in interpretation could impact the calculation of Radian Guaranty’s Available Assets and/or Minimum Required Assets. In addition, the GSEs have a broad range of consent rights under the PMIERs and require private mortgage insurers to obtain the prior consent of the GSEs before taking certain actions. If Radian Guaranty is unable to satisfy the requirements set forth in the PMIERs, the GSEs could restrict it from conducting certain types of business with them or take actions that may include not purchasing loans insured by Radian Guaranty. The requirements under the PMIERs were most recently updated in August 2024, with no material impact to Radian Guaranty.

Statutory Dividend Restrictions

As of December 31, 2025, the amount of restricted net assets held by our consolidated insurance subsidiaries (which represents our equity investment in those insurance subsidiaries) totaled $4.5 billion of our consolidated net assets. Despite holding assets above the minimum statutory capital thresholds and PMIERs financial requirements, the ability of Radian’s mortgage insurance subsidiaries to pay dividends on their common stock has been restricted by certain provisions of the insurance laws of Pennsylvania, their state of domicile.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Under Pennsylvania’s insurance laws, ordinary dividends and distributions may only be paid out of an insurer’s positive unassigned surplus unless the Pennsylvania Insurance Department approves the payment of extraordinary dividends or other distributions from another source. While all proposed dividends and distributions to stockholders must be filed with the Pennsylvania Insurance Department before payment, if a Pennsylvania domiciled insurer has positive unassigned surplus, such insurer can generally pay dividends or other distributions out of unassigned surplus during any 12-month period in an aggregate amount less than or equal to the greater of: (i) 10% of the preceding year-end statutory policyholders’ surplus or (ii) the preceding year’s statutory net income, in each case without the prior approval of the Pennsylvania Insurance Department.

Radian Guaranty maintained positive unassigned surplus during 2025, providing it with the ability to pay ordinary dividends throughout the year, subject to the above restrictions under Pennsylvania’s insurance laws. Additionally, statutory accounting principles permit insurance companies with positive unassigned funds, such as Radian Guaranty, to return capital through distributions from paid in surplus, not just distributions as dividends from unassigned surplus. Under Pennsylvania insurance laws, an insurer must receive approval from the Pennsylvania Insurance Department to account for a distribution as a return of capital. Radian Guaranty sought and received such approval to treat its $200 million distribution to Radian Group in the first quarter of 2025 as a return of capital from paid in surplus. As a result, during the first quarter of 2025, Radian Guaranty’s common stock and paid in surplus balance declined from $500 million to $300 million, while its positive unassigned surplus increased to $408 million.

Based on its positive unassigned surplus balances throughout the year, Radian Guaranty also paid ordinary dividends to Radian Group of $595 million in 2025. Subsequent to the payment of these dividends, as of December 31, 2025, Radian Guaranty had positive unassigned surplus of $346 million.

Radian Group paid a portion of the cash consideration for the Inigo acquisition with proceeds of a 10-year borrowing made by Radian Group from Radian Guaranty in December 2025, pursuant to a $600 million Intercompany Note that was approved by the Pennsylvania Insurance Department. Radian Guaranty is required to comply with certain conditions while this intercompany note is outstanding, including, most notably, obtaining prior approval from the Pennsylvania Insurance Department for all dividends paid by Radian Guaranty for a period of three years (which we may request to be reduced or the Pennsylvania Insurance Department may, in certain circumstances, extend for up to five years) and maintaining a minimum policyholders’ surplus of $500 million, among other conditions.

As of each of December 31, 2025, and December 31, 2024, Radian Guaranty had contingency reserves of $5.0 billion. As discussed above, Radian Guaranty is scheduled to continue releasing contingency reserves to unassigned surplus in material amounts in 2026 and the foreseeable future, which should enhance Radian Guaranty’s ability to maintain a positive unassigned surplus position and to continue to pay ordinary dividends to Radian Group in future periods.

The surplus additions (distributions) between Radian Group and Radian Guaranty and our other insurance subsidiaries for the years ended December 31, 2025, 2024 and 2023, are as follows.

Surplus additions (distributions)
	Years Ended December 31,
(In thousands)	2025			2024			2023
Distributions from Radian Guaranty surplus (1)	$	(794,500	)	$	(675,000	)	$	(400,000	)

For 2025, consists of $200 million and $595 million paid to Radian Group as a return of capital and ordinary dividends, respectively. For 2024 and 2023, consists of ordinary dividends paid to Radian Group.

Other than a $35 million return of capital in the fourth quarter of 2025 from Radian Title Insurance, whose results are included in discontinued operations, there were no material distributions or contributions involving our other insurance subsidiaries during the years indicated.

17. Share-Based Compensation and Other Benefit Programs

Our most recent Equity Plan is The Radian Group 2021 Equity Plan (the “2021 Equity Plan”), which was approved by our stockholders and applies to awards granted on or after May 12, 2021, the effective date of the plan (the “Effective Date”). In addition to the 2021 Equity Plan, we also have granted awards that remain outstanding under prior plans approved by our stockholders and adopted in each of 1995, 2008, 2014 and 2017 (collectively, the “Prior Equity Plans” and, together with the 2021 Equity Plan, the “Equity Plans”).

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

The 2021 Equity Plan authorizes the issuance of up to 8.3 million new shares of our common stock, plus: (i) any shares of our common stock that remained available for awards under the plan adopted in 2017 as of the Effective Date and (ii) any shares of our common stock subject to outstanding awards under the Prior Equity Plans as of the Effective Date that are payable in shares and that terminate, expire, or are canceled without having been exercised, vested or settled in full (as applicable) on or after the Effective Date, subject to certain adjustments set forth in the 2021 Equity Plan (“Prior Plans Shares”). There were 1.9 million shares available for grant under the 2021 Equity Plan, including Prior Plans Shares, as of December 31, 2025.

Outstanding awards granted under the Equity Plans include both performance-based and time-based RSUs, non-qualified stock options and phantom stock. The maximum contractual term for stock options and similar instruments under the Equity Plans is 10 years. To date, all awards granted under the 2021 Equity Plan have been either performance-based or time-based RSUs.

Awards under our plans generally vest over performance or service periods ranging from one to three years, although they may vest earlier under certain circumstances, including in the event of a grantee’s death or disability or, if certain conditions are met, upon retirement, termination or a change of control.

The following table summarizes the compensation cost recognized and additional information regarding all share-based awards for the years indicated.

Share-based compensation expense
	Years Ended December 31,
(In thousands)	2025		2024		2023
Compensation cost recognized (1)
RSUs (2)	$	44,074	$	37,921	$	40,567
ESPP and other		630		552		562
Total compensation cost recognized		44,704		38,473		41,129
Income tax benefit related to share-based compensation expense (3)		13,748		13,379		9,434
Share-based compensation expense, net	$	30,956	$	25,094	$	31,695

Compensation cost is generally recognized over the periods that an employee provides service in exchange for the award. For purposes of calculating compensation cost recognized for retirement eligible grantees, we consider the service condition to be met (and recognize the full compensation costs) as of the date when a grantee becomes retirement eligible.
Includes expense related to RSUs of $5 million in each of 2025, 2024 and 2023 granted to employees in our Mortgage Conduit, Title and Real Estate businesses, which are included in discontinued operations.
Includes income tax benefit related to RSUs of $2 million in each of 2025, 2024 and 2023 granted to employees in our Mortgage Conduit, Title and Real Estate businesses, which are included in discontinued operations.

As of December 31, 2025, unrecognized compensation expense for all of our outstanding share-based awards was $24 million, including $5 million related to employees in our Mortgage Conduit, Title and Real Estate businesses. Absent a change of control under the Equity Plans, this expense is expected to be recognized over a weighted-average period of approximately

1.7

years. The ultimate unrecognized expense associated with our outstanding awards could differ, depending upon whether or not the performance and service conditions are met.

RSUs

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

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements
Rollforward of RSUs
---	---	---	---	---	---	---	---	---	---	---
	Performance-Based					Time-Vested
	Number of <br>Shares			Weighted Average<br>Grant Date Fair Value		Number of <br>Shares			Weighted Average<br>Grant Date Fair Value
Outstanding, December 31, 2024 (1)		2,639,190		$	22.57		1,589,396		$	20.75
Granted (2)		492,170			30.96		413,572			33.23
Performance adjustment (3)		549,540			—		—			—
Vested (4)		(1,158,485	)		20.19		(652,506	)		21.93
Forfeited		(26,614	)		29.64		(15,692	)		29.55
Outstanding, December 31, 2025 (1) (5)		2,495,801		$	24.61		1,334,770		$	23.94

Outstanding RSUs represent shares that have not yet been issued because not all conditions necessary to earn the right to benefit from the instruments have been satisfied. For performance-based awards, the final number of RSUs distributed depends on: (i) the cumulative growth in Radian’s book value per share adjusted for certain defined items over the respective three-year performance period and, for the performance-based RSUs granted in 2025, 2024 and 2023, a modifier based on a comparison of our total shareholder return to the total shareholder return of certain of our peers and (ii) with the exception of certain retirement-eligible employees, continued service through the vesting date, which could result in changes in the number of vested RSUs.
For performance-based RSUs, amount represents the number of target shares at grant date.
For performance-based RSUs, amount represents the difference between the number of shares vested at settlement, which can range from 0 to 200% of target depending on results over the applicable performance periods and the number of target shares at the grant date.
Represents amounts vested during the year, including the impact of performance adjustments for performance-based awards.
Includes 181,270 shares and 124,451 shares of performance-based RSUs and time-vested RSUs, respectively, granted to employees in our Mortgage Conduit, Title and Real Estate businesses, which are included in discontinued operations.

The weighted-average grant date fair value of performance-based RSUs granted during 2024 and 2023 was $29.32 and $23.05, respectively. The weighted-average grant date fair value of time-vested RSUs granted during 2024 and 2023 was $31.68 and $25.13, respectively.

The fair value as of the respective vesting dates of performance-based RSUs vested during 2025, 2024 and 2023 was $39 million, $42 million and $27 million, respectively. The fair value as of the respective vesting dates of time-vested RSUs vested during 2025, 2024 and 2023 was $22 million, $19 million and $16 million, respectively.

Dividend equivalents are accrued on all awards when dividends are declared on the Company’s common stock and will generally be paid in cash when the awards are settled.

Performance-Based RSUs. For awards granted in 2025, 2024 and 2023, the vesting of the performance-based RSUs is generally over a three-year performance period and will be based primarily upon the cumulative growth in Radian’s book value per share, adjusted for certain defined items, which includes our total shareholder return relative to certain peers for grants starting in 2023. The payout at the end of the three-year performance period generally ranges from 0% to a maximum payout of 200% of the award’s target number of RSUs granted. Performance-based RSUs granted to executive officers are subject to a one-year post-vesting holding period.

The grant date fair value of the performance-based RSUs that are based on the cumulative growth in Radian’s book value per share, as further described above, is calculated based on the stock price as of the grant date, discounted for executive officers to account for the one-year post-vesting holding period. In addition, we adjust the expense recognized on these performance condition awards over the service period to incorporate the probable outcome of achieving the performance measure. For awards that include a total shareholder return market condition in its criteria, we also incorporate a Monte Carlo valuation model at grant date based on multiple input variables, including expected volatilities, correlation coefficients and risk-free interest rates, which affects the grant date fair values applied under different performance outcomes.

Time-Vested RSUs. With the exception of certain time-vested RSUs granted to non-employee directors, the time-vested RSU awards granted are scheduled to vest in: (i) pro rata installments on a common calendar date that is on or around each of the first three anniversaries of the grant date or (ii) generally at the end of three years. Certain time-vested RSU awards granted to non-employee directors generally are subject to one-year cliff vesting; however, awards granted to non-employee directors prior to 2020 remain outstanding and the shares are not issued until the non-employee director retires or certain conditions related to a change in control are met, as described above.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

Non-Qualified Stock Options

Information with regard to stock options for the periods indicated is as follows.

Rollforward of non-qualified stock options
($ in thousands, except per-share amounts)	Number of<br>Shares			Weighted<br>Average<br>Exercise Price<br>Per Share		Weighted<br>Average<br>Remaining Contractual Term	Aggregate Intrinsic Value (1)
Outstanding, December 31, 2024		147,910		$	14.55
Granted		—			—
Exercised		(84,030	)		16.37
Forfeited		—			—
Expired		—			—
Outstanding, December 31, 2025		63,880		$	12.16	0.4 years	$	1,522
Exercisable, December 31, 2025		63,880		$	12.16	0.4 years	$	1,522

Based on the market price of $35.99 at December 31, 2025.

The following table summarizes additional information concerning stock option activity for the periods indicated.

Additional information
	Years Ended December 31,
(In thousands)	2025		2024		2023
Aggregate intrinsic value of options exercised	$	1,535	$	1,266	$	1,273
Tax benefit of options exercised		322		266		267
Cash received from options exercised		1,043		928		1,755

Upon the exercise of stock options, we generally issue shares from the authorized, unissued share reserves when the exercise price is less than the treasury stock repurchase price and from treasury stock when the exercise price is greater than the treasury stock repurchase price. There have been no stock options granted since 2016.

Employee Stock Purchase Plan

The ESPP is designed to allow eligible employees to purchase shares of our common stock at a discount of 15% off the lower of the fair market value of our common stock at the beginning or end of a six-month offering period (each period being the first and second six months in a calendar year).

Under this plan, we issued approximately 100 thousand shares to employees during each of the years ended December 31, 2025, 2024 and 2023, including shares issued to employees in discontinued operations. As of February 2026, approximately 1.3 million shares remain available for issuance under the ESPP.

Benefit Plans

The Radian Group Inc. Savings Incentive Plan (“Savings Plan”) covers substantially all of our U.S. full-time and our part-time employees. Participants can contribute up to 100% of their eligible earnings as pretax and/or after-tax (Roth IRA) contributions up to the maximum Internal Revenue Service annual limit. The Savings Plan also includes the catch-up contribution provision whereby participants who are or will be age 50 and above during the Savings Plan year may contribute an additional contribution, consistent with Internal Revenue Service guidelines. We match up to 100% of the first 6% of eligible compensation contributed in any given year. Our expense for matching funds for each of the years ended December 31, 2025, 2024 and 2023, was $8 million, including the impact of matches to employees in our Mortgage Conduit, Title and Real Estate businesses totaling $2 million, $3 million and $3 million in 2025, 2024 and 2023, respectively.

Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements

18. Selected Quarterly Financial Information (Unaudited)

During the third quarter of 2025, our Mortgage Conduit, Title and Real Estate Services businesses met the criteria of discontinued operations. The financial information for the prior quarterly periods has been recast to reflect these businesses as discontinued operations for all periods presented. See Notes 1 and 3 for more information.

The following tables provide unaudited quarterly summarized financial information for the years ended December 31, 2025 and 2024.

Selected quarterly financial information (unaudited)
	2025
(In thousands, except per-share amounts)	First <br>Quarter			Second <br>Quarter			Third <br>Quarter			Fourth <br>Quarter			Year
Revenues	$	294,835		$	298,551		$	303,186		$	300,512		$	1,197,084
Net income from continuing operations	$	152,090		$	154,485		$	152,802		$	158,802		$	618,179
Income (loss) from discontinued operations, net of tax		(7,532	)		(12,689	)		(11,359	)		(3,959	)		(35,539	)
Net income	$	144,558		$	141,796		$	141,443		$	154,843		$	582,640
Basic (1)
Weighted average shares outstanding		145,618			137,376			137,003			137,032			139,445
Net income from continuing operations	$	1.04		$	1.12		$	1.12		$	1.16		$	4.43
Income (loss) from discontinued operations, net of tax		(0.05	)		(0.09	)		(0.08	)		(0.03	)		(0.25	)
Net income	$	0.99		$	1.03		$	1.04		$	1.13		$	4.18
Diluted (1)
Weighted average shares outstanding		147,727			138,360			137,926			138,250			140,811
Net income from continuing operations	$	1.03		$	1.11		$	1.11		$	1.15		$	4.39
Income (loss) from discontinued operations, net of tax		(0.05	)		(0.09	)		(0.08	)		(0.03	)		(0.25	)
Net income	$	0.98		$	1.02		$	1.03		$	1.12		$	4.14
Radian Group Inc. and Subsidiaries<br><br>Notes to Consolidated Financial Statements
---
Selected quarterly financial information (unaudited)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	2024
(In thousands, except per-share amounts)	First <br>Quarter			Second <br>Quarter			Third <br>Quarter			Fourth <br>Quarter			Year
Revenues	$	301,670		$	298,580		$	313,380		$	292,669		$	1,206,299
Net income from continuing operations	$	166,102		$	163,903		$	166,555		$	163,755		$	660,315
Income (loss) from discontinued operations, net of tax		(13,748	)		(12,000	)		(14,663	)		(15,464	)		(55,875	)
Net income	$	152,354		$	151,903		$	151,892		$	148,291		$	604,440
Basic (1)
Weighted average shares outstanding		153,817			153,110			151,846			150,302			152,465
Net income from continuing operations	$	1.08		$	1.07		$	1.10		$	1.09		$	4.33
Income (loss) from discontinued operations, net of tax		(0.09	)		(0.08	)		(0.10	)		(0.10	)		(0.37	)
Net income	$	0.99		$	0.99		$	1.00		$	0.99		$	3.96
Diluted (1)
Weighted average shares outstanding		155,971			154,399			153,073			151,912			154,191
Net income from continuing operations	$	1.07		$	1.06		$	1.09		$	1.08		$	4.28
Income (loss) from discontinued operations, net of tax		(0.09	)		(0.08	)		(0.10	)		(0.10	)		(0.36	)
Net income	$	0.98		$	0.98		$	0.99		$	0.98		$	3.92

Net income per share is computed independently for each period presented. Consequently, the sum of the quarters may not equal the total net income per share for the year. For all diluted net income per shares calculations, the determination of whether potential common shares are dilutive or anti-dilutive is based on net income.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Interim Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2025, pursuant to Rule 15d-15(b) under the Exchange Act. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature, can provide only reasonable assurance regarding management’s control objectives. Management does not expect that our disclosure controls and procedures will prevent or detect all errors and fraud. A control system, irrespective of how well it is designed and operated, can only provide reasonable assurance and cannot guarantee that it will succeed in its stated objectives.

Based upon that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of December 31, 2025, 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.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting, as of December 31, 2025, using the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the updated internal control framework in Internal Control-Integrated Framework (2013), management concluded that our internal control over financial reporting was effective as of December 31, 2025. The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There was no change in the internal control over financial reporting that occurred during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Except as described below, none of the directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the three months ended December 31, 2025.

Edward J. Hoffman, Senior Executive Vice President and General Counsel, entered into a Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in Company securities. Mr. Hoffman entered into the trading plan on December 1, 2025, pursuant to which he may sell up to a maximum aggregate number of 80,000 shares of the Company’s common stock, with sales occurring at prevailing market prices (subject to a price threshold) through the expiration of the plan on November 13, 2026, or the earlier completion of all sales under the plan.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, which will be filed within 120 days after December 31, 2025. Accordingly, we have omitted the information from this Item pursuant to General Instruction G (3) of Form 10-K.

Item 14. Principal Accountant Fees and Services

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)

Financial Statements—See the “INDEX TO ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS” on page 106 of this report for a list of the financial statements filed as part of this report.
Exhibits—See “Index to Exhibits” on page 166 of this report for a list of exhibits filed as part of this report.
Financial Statement Schedules—The following financial statement schedules are filed as part of this Form 10-K and appear immediately following the signature page.

Schedule I—Summary of investments—other than investments in related parties (December 31, 2025)	178
Schedule II—Financial information of Radian Group Inc., Parent Company Only (Registrant)	179
Condensed Balance Sheets as of December 31, 2025 and 2024	179
Condensed Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023	180
Condensed Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023	181
Supplemental Notes to Condensed Financial Statements	182
Schedule IV—Reinsurance (December 31, 2025, 2024 and 2023)	184

All other schedules are omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedules, or because the information required is included in our Consolidated Financial Statements and notes thereto.

Item 16. Form 10-K Summary

None.

Index to Exhibits

Exhibit<br><br>Number	Exhibit
^2.1	Share Purchase Deed, dated September 18, 2025, by and among Radian US Holdings Inc., Radian Group, Inc., the A Share Sellers, the B Share Management Sellers and the Zedra Trust Company (Guernsey) Limited (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K \ (file no. 1-11356) dated September 18, 2025 and filed on September 18, 2025)
^2.2	Warranty Deed, dated September 18, 2025, by and among Radian US Holdings Inc. and the Management Warrantors (incorporated by reference to Exhibit 2.2 of the Registrant’s Current Report on Form 8- K (file no. 1-11356) dated September 18, 2025, and filed on September 18, 2025)
3.1	Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated May 11, 2004, and filed on May 12, 2004)
3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated May 22, 2008 ,and filed on May 29, 2008)
3.3	Second Amendment to the Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated May 12, 2010, and filed on May 18, 2010)
3.4	Certificate of Amendment of Certificate of Incorporation of the Registrant effective as of May 15, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated May 14, 2013, and filed on May 20, 2013)
3.5	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant effective as of May 11, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated May 11, 2016, and filed on May 17, 2016)
3.6	Certificate of Change of Registered Agent and Registered Office of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated November 1 5 , 2010, and filed on November 16, 2010)
3.7	Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated October 9, 2009 ,and filed on October 13, 2009)
3.8	Certificate of Elimination of the Series A Junior Participating Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated March 19, 2019, and filed on March 19, 2019)
3.9	Fourth Amended and Restated By-laws of Radian Group, Inc., effective September 17, 2025 (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8- K (file no. 1-11356) dated September 18, 2025, and filed on September 18, 2025)
4.1	Specimen certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 1999)
4.2	Senior Indenture dated as of March 4, 2013, between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated February 27, 2013, and filed on March 4, 2013)
Exhibit<br><br>Number	Exhibit
---	---
4.3	Sixth Supplemental Indenture dated as of June 24, 2019, between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated June 20, 2019, and filed on June 24, 2019)
4.4	Form of 4.875% Senior Notes due 2027 (included within Exhibit 4.3)
*4.5	Description of Registrant’s Securities
4.6	Eighth Supplemental Indenture dated as of March 4, 2024, between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on 8-K (file no. 1-11356) dated March 4, 2024, and filed on March 4, 2024)
4.7	Form of 6.200% Senior Notes due 2029 (included within Exhibit 4.6)
+10.1	Comprehensive 401(k) Profit Sharing Plan Nonstandard Adoption Agreement, effective January 1, 2022, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 2021)
+10.2	Qualified Retirement Plan and Trust Defined Contribution Basic Plan Document, adopted by Radian Group Inc. effective January 1, 2022 (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 2021)
10.3	Radian Group Inc. 1995 Equity Compensation Plan (Amended and Restated May 9, 2006) (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement for the 2006 Annual Meeting of Stockholders (file no. 1-11356), as filed with the Securities and Exchange Commission on April 18, 2006)
+10.4	Amendment to Radian Group Inc. 1995 Equity Compensation Plan (Amended and Restated May 9, 2006) dated February 5, 2007 (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 2006)
+10.5	Amendment No. 2 to Radian Group Inc. 1995 Equity Compensation Plan, dated November 6, 2007 (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 2007)
+10.6	Form of Phantom Stock Agreement for Non-Employee Directors under 1995 Equity Compensation Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated February 8, 2005 ,and filed on February 14, 2005)
+10.7	Radian Group Inc. Amended and Restated 2008 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-8 (file no. 333-174428) filed on May 23, 2011)
+10.8	Form of Phantom Stock Agreement for Non-Employee Directors under 2008 Equity Compensation Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended September 30, 2008)
+10.9	Amendment to Form of 2008 Phantom Stock Agreement for Non-Employee Directors under the 2008 Equity Compensation Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2009)
+10.10	Amended and Restated Radian Voluntary Deferred Compensation Plan for Officers (incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 2014)
Exhibit<br><br>Number	Exhibit
---	---
+10.11	Radian Group Inc. Employee Stock Purchase Plan, as amended and restated as of May 9, 2018 (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A (file no. 1-11356) filed on April 9, 2018, for the 2018 Annual Meeting of Stockholders)
10.12	Global Expense Allocation and Services Agreement, effective as of January 1, 2016, between the Registrant and each of its insurance subsidiaries: Radian Guaranty Inc., Radian Insurance Inc., Radian Mortgage Assurance Inc., Radian Mortgage Insurance Inc., Radian Guaranty Reinsurance Inc., Radian Reinsurance Inc., Radian Mortgage Guaranty Inc. and Radian Investor Surety Inc. (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 2019)
10.13	Amendments 1 through 7 to Global Expense Allocation and Services Agreement, effective as of January 1, 2016, between the Registrant and each of its insurance subsidiaries: Radian Guaranty Inc., Radian Insurance Inc., Radian Mortgage Assurance Inc., Radian Mortgage Insurance Inc., Radian Guaranty Reinsurance Inc., Radian Reinsurance Inc., Radian Mortgage Guaranty Inc. and Radian Investor Surety Inc. (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 2022)
*10.14	Amendment 8 to Global Expense Allocation and Services Agreement, effective as of January 1, 2016, between the Registrant and each of its insurance subsidiaries: Radian Guaranty Inc., Radian Insurance Inc., Radian Mortgage Assurance Inc., Radian Mortgage Insurance Inc., Radian Guaranty Reinsurance Inc., Radian Reinsurance Inc., Radian Mortgage Guaranty Inc. and Radian Investor Surety Inc.
*10.15	Amendment 9 to Global Expense Allocation and Services Agreement, effective as of January 1, 2016, between the Registrant and each of its insurance subsidiaries: Radian Guaranty Inc., Radian Insurance Inc., Radian Mortgage Assurance Inc., Radian Mortgage Insurance Inc., Radian Guaranty Reinsurance Inc., Radian Reinsurance Inc., Radian Mortgage Guaranty Inc. and Radian Investor Surety Inc.
10.16	Radian Group Inc. Amended and Restated Allocation of Consolidated Tax Liability Agreement between the Registrant and each of its subsidiaries, dated December 19, 2014, including Amendments 1 through 4 (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 2019)
10.17	Amendments 1 through 7 to Radian Group Inc. Amended and Restated Allocation of Consolidated Tax Liability Agreement between the Registrant and each of its subsidiaries, dated December 19, 2014 (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 2022)
*10.18	Amendment 8 to Amended and Restated Allocation of Consolidated Tax Liability Agreement between the Registrant and each of its subsidiaries, dated December 19, 2014
*10.19	Amendment 9 to Amended and Restated Allocation of Consolidated Tax Liability Agreement between the Registrant and each of its subsidiaries, dated December 19, 2014
+10.20	Radian Group Inc. 2014 Equity Compensation Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A (file no. 1-11356) filed on April 7, 2014, for the 2014 Annual Meeting of Stockholders)
+10.21	Form of Amendment to Restricted Stock Unit Award Agreement for Non-Employee Directors under the 2008 Equity Compensation Plan (incorporated by reference to Exhibit 10.91 to the Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 2015)
+10.22	Form of 2016 Stock Option Agreement under the 2014 Equity Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2016)
Exhibit<br><br>Number	Exhibit
---	---
+10.23	Form of 2016 Executive Severance Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended September 30, 2016)
+10.24	Form of Restrictive Covenant Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended September 30, 2016)
+10.25	Form of 2017 Executive Severance Agreement (incorporated by reference to Exhibit 10.28 to Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 2022)
+10.26	Form of 2019 Amendment to Form of 2017 Executive Severance Agreement (incorporated by reference to Exhibit 10.29 to Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 2022)
+10.27	Restrictive Covenants Agreement, dated as of February 8, 2017, between the Registrant and Richard G. Thornberry (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated February 7, 2017, and filed on February 13, 2017)
+10.28	Form of Restricted Stock Unit Agreement between the Registrant and Richard G. Thornberry (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated February 7, 2017, and filed on February 13, 2017)
+10.29	Radian Group Inc. Equity Compensation Plan (Amended and Restated as of May 10, 2017, and May 13, 2020) (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended March 31, 2021)
+10.30	2018 Performance-Based Restricted Stock Unit Grant Letter (book value) under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2018)
+10.31	2018 Time-Based Restricted Stock Unit Grant Letter under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2018)
+10.32	Form of Executive Officer 2018 Performance-Based Restricted Stock Unit Grant Letter (book value) under the Radian Group Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2018)
+10.33	Form of Executive Officer 2018 Time-Based Restricted Stock Unit Grant Letter under the Radian Group Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2018)
10.34	Form of Radian Group Inc. Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated April 8, 2019, and filed on April 10, 2019)
+10.35	Amended and Restated Radian Group Inc. Voluntary Deferred Compensation Plan for Directors (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended March 31, 2020)
+10.36	2020 Performance-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2020)
+10.37	2020 Time-Based Restricted Stock Unit Grant Agreement under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2020)
Exhibit<br><br>Number	Exhibit
---	---
+10.38	Form of Executive Officer 2020 Performance-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2020)
+10.39	Form of Executive Officer 2020 Time-Based Restricted Stock Unit Grant Agreement under the Radian Group Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2020)
+10.40	Form of Executive Officer 2021 Performance-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2021)
+10.41	2021 Performance-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2021)
+10.42	2021 Time-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2021)
+10.43	Form of Executive Officer 2021 Time-Based Restricted Stock Unit Grant Agreement under the Radian Group Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2021)
+10.44	Radian Group Inc. Equity Compensation Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A (file no. 1-11356) filed on April 9, 2021, for the 2021 Annual Meeting of Stockholders)
10.45	Credit Agreement, dated as of November 4, 2025, by and among Radian Group Inc., Royal Bank of Canada, as Administrative Agent, and certain other banks and financial institutions serving as lenders (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated November 4, 2025, and filed on November 7, 2025)
*10.46	Fourth Amendment and Restatement Letter of Credit Facility Agreement, by and among Inigo Corporate Member Limited as borrower, Inigo Limited as guarantor, BARCLAYS BANK PLC, NATIONAL WESTMINSTER BANK PLC, ING BANK N.V., LONDON BRANCH, SMBC BANK INTERNATIONAL PLC, LLOYDS BANK PLC, ABN AMRO BANK N.V., HSBC BANK PLC AND THE BANK OF NOVA SCOTIA, LONDON BRANCH as mandated lead arrangers and certain other banks and financial institutions named therein.
+10.47	Radian Group Inc. Short-Term Incentive Plan for Employees, effective as of January 1, 2026 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated February 2, 2026, and filed on February 3, 2026)
+10.48	Form of Executive Officer 2022 Performance-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2022)
+10.49	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 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2022)
Exhibit<br><br>Number	Exhibit
---	---
+10.50	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 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2022)
+10.51	Form of Executive Officer 2022 Time-Based Restricted Stock Unit Grant Agreement under the Radian Group Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2022)
+10.52	2022 Time-Based Restricted Stock Unit Grant Agreement under the Radian Group Inc. Equity Compensation Plan between the Registrant and Robert J. Quigley dated December 20, 2022 (incorporated by reference to Exhibit 10.57 to the Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 2022)
+10.53	Radian Group Inc. Short-Term Incentive Plans for Employees effective as of January 1, 2025 (incorporated by reference to Exhibit 10.86 to the Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 2024)
10.54	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 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated July 15, 2022, and filed on July 18, 2022)
10.55	Amendment No. 1 to Master Repurchase Agreement, dated as of July 13, 2023, by and among Goldman Sachs Bank USA, Radian Liberty Funding LLC and Radian Mortgage Capital LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated July 13, 2023, and filed on July 17, 2023)
10.56	Amendment No. 2 to Master Repurchase Agreement, dated as of September 14, 2023, by and among Goldman Sachs Bank USA, Radian Liberty Funding LLC and Radian Mortgage Capital LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated September 14, 2023, and filed on September 15, 2023)
10.57	Amendment No. 3 to Master Repurchase Agreement, dated as of October 27, 2023, by and among Goldman Sachs Bank USA, Radian Liberty Funding LLC and Radian Mortgage Capital LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated October 27, 2023, and filed on November 2, 2023)
10.58	Amendment No. 4 to Master Repurchase Agreement, dated as of May 31, 2024, by and among Goldman Sachs Bank USA, Radian Liberty Funding LLC and Radian Mortgage Capital LLC (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K dated May 31, 2024, and filed on June 4, 2024)
10.59	Reaffirmation, dated as of October 27, 2023, executed by Radian Mortgage Capital LLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated October 27, 2023, and filed on November 2, 2023)
10.60	Reaffirmation, dated as of May 31, 2024, executed by Radian Mortgage Capital LLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated May 31, 2024, and filed on June 4, 2024)
10.61	Amendment No. 5 to Master Repurchase Agreement, dated as of May 30, 2025, by and among Goldman Sachs Bank USA, Radian Liberty Funding LLC and Radian Mortgage Capital LLC (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8- K (file no. 1-11356) dated May 30, 2025, and filed on June 2, 2025)
Exhibit<br><br>Number	Exhibit
---	---
10.62	Amendment No. 6 to Master Repurchase Agreement, dated as of August 27, 2025, to that certain Master Repurchase Agreement, dated as of July 15, 2022, by and among Goldman Sachs Bank USA, Radian Liberty Funding LLC and Radian Mortgage Capital LLC (incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended September 30, 2025)
10.63	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 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated July 15, 2022, and filed on July 18, 2022)
10.64	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 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated July 15, 2022, and filed on July 18, 2022)
10.65	Master Repurchase Agreement, dated September 28, 2022, between Bank of Montreal, a Canadian c hartered bank acting through its Chicago Branch, and Radian Mortgage Capital LLC, a Delaware limited liability company (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated September 28, 2022, and filed on September 30, 2022)
10.66	Amendment No. 1 to Master Repurchase Agreement, dated April 17, 2023, between Radian Mortgage Capital LLC, the Registrant and Bank of Montreal, including a fully conformed copy of the amended Master Repurchase Agreement as Exhibit A (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated April 17, 2023, and filed on April 18, 2023)
10.67	Amendment No. 2 to Master Repurchase Agreement, dated as of September 27, 2023, between Radian Mortgage Capital LLC, the Registrant and Bank of Montreal, including a fully conformed copy of the Amended MRA as Exhibit A (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated September 27, 2023, and filed on September 29, 2023)
10.68	Amendment No. 3 to Master Repurchase Agreement, dated as of April 24, 2024, between Radian Mortgage Capital LLC, the Registrant and Bank of Montreal, including a fully conformed copy of the Amended MRA as Exhibit A (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated April 24, 2024, and filed on April 29, 2024)
10.69	Amendment number 4 to Master Repurchase Agreement and Securities Contract, dated as of July 17, 2025, by and between Radian Mortgage Capital LLC, a Delaware limited liability company, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended September 30, 2025)
10.70	Amendment number 5 to Master Repurchase Agreement and Securities Contract, dated as of September 24, 2025, by and between Radian Mortgage Capital LLC, a Delaware limited liability company, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended September 30, 2025)
10.71	Guaranty Agreement dated as of September 28, 2022, made by Radian Group Inc., a Delaware corporation, in favor of Bank of Montreal, a Canadian c hartered bank acting through its Chicago Branch (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated September 28, 2022, and filed on September 30, 2022)
+10.72	Amended and Restated Employment Agreement, dated as of August 9, 2023, between the Registrant and Richard G. Thornberry (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated August 9, 2023, and filed on August 11, 2023)
Exhibit<br><br>Number	Exhibit
---	---
+10.73	One-Time Special Performance-Based Restricted Stock Unit Grant of Special Performance-Based Restricted Stock Units made as of August 9, 2023, by the Registrant to Richard G. Thornberry (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated August 9, 2023, and filed on August 11, 2023)
+10.74	Form of Executive Officer 2023 Performance-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2023)
+10.75	2023 Performance-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2023)
+10.76	Form of Executive Officer 2023 Time-Based Restricted Stock Unit Grant Agreement under the Radian Group Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2023)
+10.77	2023 Time-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2023)
+10.78	Form of Executive Officer 2024 Performance-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2024)
+10.79	2024 Performance-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2024)
+10.80	Form of Executive Officer 2024 Time-Based Restricted Stock Unit Grant Agreement under the Radian Group Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2024)
+10.81	2024 Time-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2024)
+10.82	Form of Executive Officer 2025 Performance-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2025)
+10.83	2025 Performance-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2025)
+10.84	Form of Executive Officer 2025 Time-Based Restricted Stock Unit Grant Agreement under the Radian Group Inc. Equity Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2025)
Exhibit<br><br>Number	Exhibit
---	---
+10.85	2025 Time-Based Restricted Stock Unit Grant Agreement (book value) under the Radian Group Inc. Equity Compensation Plan between the Registrant and Richard G. Thornberry (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2025)
+10.86	Letter Agreement, dated January 23, 2023, between Sumita Pandit and the Registrant (incorporated by reference to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2023)
+10.87	Severance Agreement, dated March 6, 2023, between Sumita Pandit and the Registrant (incorporated by reference to Exhibit 10.6 to Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2023)
+10.88	Restrictive Covenants Agreement, dated January 24, 2023, between Sumita Pandit and the Registrant (incorporated by reference to Exhibit 10.7 to Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended June 30, 2023)
10.89	Master Repurchase Agreement, dated January 29, 2024, among Flagstar Bank, a national association, Radian Group Inc., a Delaware corporation and Radian Mortgage Capital LLC, a Delaware limited liability company (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated January 29, 2024, and filed on February 2, 2024)
10.90	Guaranty Agreement dated as of January 29, 2024, made by Radian Group Inc., a Delaware corporation, in favor of Flagstar Bank, a national association (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated January 29, 2024, and filed on February 2, 2024)
10.91	Amendment No. 2 to Master Repurchase Agreement, dated as of June 5, 2025, entered into by and among JPMorgan Chase Bank, N.A., as administrative agent on behalf of one or more buyers from time to time and as assignee of Flagstar Bank, N.A., Radian Mortgage Capital LLC, as seller and Radian Group Inc., as guarantor (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8- K (file no. 1-11356) dated June 5, 2025, and filed on June 10, 2025)
10.92	Amendment No. 3 to Master Repurchase Agreement, dated as of August 28, 2025, entered into by and among JPMorgan Chase Bank, N.A., as administrative agent on behalf of one or more buyers from time to time and as assignee of Flagstar Bank, N.A., Radian Mortgage Capital LLC, as seller and Radian Group Inc., as guarantor (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8- K (file no. 1-11356) dated August 28, 2025, and filed on September 3, 2025)
10.93	Master Repurchase Agreement, dated April 30, 2025, among Everbank Bank N.A., a national association (“Buyer”), Radian Group Inc., a Delaware corporation (“Guarantor”) 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 April 30, 2025, and filed on May 5, 2025)
10.94	Guaranty dated as of April 30, 2025, made by Radian Group Inc. as Guarantor, in favor of Everbank Bank N.A. as Buyer (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8- K (file no. 1-11356) dated April 30, 2025, and filed on May 5, 2025)
+10.95	Radian Group Inc. Severance Plan, as amended (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (file no. 1-11356) for the period ended September 30, 2025)
*+10.96	Benefit Restoration Plan
*+10.97	Amendment to the Benefit Restoration Plan
Exhibit<br><br>Number	Exhibit
---	---
+10.98	Radian Group Inc. 2021 Equity Compensation Plan Sub-Plan for U.K. Employee (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated February 2, 2026, and filed on February 3, 2026)
*19	Radian Group Inc. Insider Trading Policy
*21	Subsidiaries of the Registrant
*23.1	Consent of PricewaterhouseCoopers LLP
*31	Rule 13a-14(a) Certifications
**32	Section 1350 Certifications
97	Radian Group Inc. Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K (file no. 1-11356) for the year ended December 31, 2023)
*101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
*101.SCH	Inline XBRL Taxonomy Extension Schema Document
*104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)

* Filed herewith.

** Furnished herewith.

Management contract, compensatory plan or arrangement

^ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally copies of any of the omitted schedules or exhibits to the Securities and Exchange Commission upon request.

Signatures

Pursuant to the requirements of Section 13 or 15(d) 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, on February 20, 2026.

Radian Group Inc.
By:	/s/ Richard G. Thornberry
	Richard G. Thornberry<br><br>Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 20, 2026, by the following persons on behalf of the registrant and in the capacities indicated.

Name	Title
/s/ RICHARD G. THORNBERRY	Chief Executive Officer (Principal Executive Officer) and Director
Richard G. Thornberry
/s/ DANIEL KOBELL	Senior Executive Vice President, Interim Chief Financial Officer
Daniel Kobell	(Principal Financial Officer)
/s/ ROBERT J. QUIGLEY	Senior Executive Vice President, Controller and Chief Accounting Officer
Robert J. Quigley	(Principal Accounting Officer)
/s/ HOWARD B. CULANG	Non-Executive Chairman of the Board
Howard B. Culang
/s/ FAWAD AHMAD	Director
Fawad Ahmad
/s/ BRAD L. CONNER	Director
Brad L. Conner
/s/ DEBRA HESS	Director
Debra Hess
/s/ ANNE LEYDEN	Director
Anne Leyden
/s/ SERAINA MACIA	Director
Seraina Macia
/s/ BRIAN D. MONTGOMERY	Director
Brian D. Montgomery
/s/ LISA MUMFORD	Director
Lisa Mumford
/s/ JED RHOADS	Director
Jed Rhoads
/s/ GREGORY V. SERIO	Director
Gregory V. Serio
/s/ NOEL J. SPIEGEL	Director
Noel J. Spiegel

Radian Group Inc. and Its Consolidated Subsidiaries

Schedule I

Summary of Investments—Other Than Investments in Related PartiesDecember 31, 2025

(In thousands)	Amortized<br>Cost		Fair Value			Amount Reflected on the Consolidated Balance Sheet
Type of Investment
Fixed maturities available for sale
Bonds
U.S. government and agency securities	$	144,477	$	116,713		$	116,713
State and municipal obligations		179,907		167,126			167,126
Corporate bonds and notes		2,188,193		2,011,160			2,011,160
RMBS		940,061		884,258			884,258
CMBS		254,233		241,444			241,444
CLO		375,999		376,847			376,847
Other ABS		478,245		481,718			481,718
Mortgage insurance-linked notes (1)		45,384		45,689			45,689
Other		1,116		1,116			1,116
Total securities available for sale		4,607,615		4,326,071	(2)		4,326,071	(2)
Fixed maturities trading securities		70,050		65,661			65,661
Equity securities
Common stocks
Industrial, miscellaneous and all other		70,306		59,525			59,525
Total equity securities		70,306		59,525	(3)		59,525	(3)
Other invested assets		9,253		10,116			10,116
Short-term investments (4)		1,667,872		1,667,823	(5)		1,667,823	(5)
Total investments other than investments in related parties	$	6,425,096	$	6,129,196		$	6,129,196

Includes mortgage insurance-linked notes purchased by Radian Group in connection with the XOL Program. See Note 8 of Notes to Consolidated Financial Statements for more information about our reinsurance programs.
Includes $54 million of fixed-maturity securities available for sale loaned under securities lending agreements that are classified as other assets in our consolidated balance sheets.
Includes $23 million of equity securities loaned under securities lending agreements that are classified as other assets in our consolidated balance sheets.
Includes cash collateral held under securities lending agreements of $62 million that is reinvested in money market instruments.
Includes $65 million of short-term investments loaned under securities lending agreements that are classified as other assets in our consolidated balance sheets.

Radian Group Inc.

Schedule II—Financial Information of Registrant

Condensed Balance SheetParent Company Only

(In thousands, except per-share amounts)			December 31,<br>2024
Assets
Investments
Fixed-maturities available for sale—at fair value (amortized cost of 285,429 and 634,133)	270,608		$	612,209
Trading securities—at fair value (amortized cost of 5,490 and 3,987)	4,958			4,838
Equity securities—at fair value (cost of 37,873 and 126,830)	33,676			134,864
Other invested assets—at fair value	6,001			4,850
Short-term investments—at fair value (includes 18,324 and 6,276 of reinvested cash collateral held under securities lending agreements)	1,454,718			115,983
Total investments	1,769,961			872,744
Cash	9,905			5,782
Investment in subsidiaries, at equity in net assets (Note C)	4,774,219			4,809,207
Investment in subsidiaries held for sale, at equity in net assets (Note D)	104,397			203,347
Other assets	193,461			131,345
Total assets	6,851,943		$	6,022,425
Liabilities and stockholders’ equity
Liabilities
Senior notes	1,067,908		$	1,065,337
Intercompany Note payable (Note A)	600,000			—
Net deferred tax liability (Note A)	270,345			245,692
Other liabilities	132,176			87,538
Total liabilities	2,070,429			1,398,567
Common stockholders’ equity
Common stock (0.001 par value; 485,000 shares authorized; 2025: 156,913 and 135,498 shares issued and outstanding, respectively; 2024: 168,350 and 147,569 shares issued and outstanding, respectively)	157			168
Treasury stock, at cost (2025: 21,415 shares; 2024: 20,782 shares)	(989,745	)		(968,246	)
Additional paid-in capital	861,211			1,246,826
Retained earnings	5,132,050			4,695,348
Accumulated other comprehensive income (loss)	(222,159	)		(350,238	)
Total common stockholders’ equity	4,781,514			4,623,858
Total liabilities and stockholders’ equity	6,851,943		$	6,022,425

All values are in US Dollars.

See Supplemental Notes.

179 Radian Group Inc.

Schedule II—Financial Information of Registrant

Condensed Statements of Operations

Parent Company Only

	Years Ended December 31,
(In thousands)	2025			2024			2023
Revenues
Net investment income	$	48,610		$	63,021		$	55,370
Net gains (losses) on investments and other financial instruments		(4,530	)		9,651			(5,844	)
Other income		4,686			—			—
Total revenues		48,766			72,672			49,526
Expenses
Other operating expenses		19,203			8,825			5,025
Interest expense		513			4,275			—
Total expenses (Note B)		19,716			13,100			5,025
Pretax income		29,050			59,572			44,501
Income tax provision		10,356			17,602			12,479
Equity in net income of affiliates		599,485			618,345			643,838
Net income from continuing operations		618,179			660,315			675,860
Equity in net loss of affiliates held for sale		(35,539	)		(55,875	)		(72,741	)
Net income		582,640			604,440			603,119
Other comprehensive income (loss), net of tax (1)		128,079			(19,387	)		125,948
Comprehensive income	$	710,719		$	585,053		$	729,067

Includes $288 thousand. $153 thousand and $128 thousand related to discontinued operations for the years ended December 31, 2025, 2024 and 2023, respectively.

See Supplemental Notes.

180 Radian Group Inc.

Schedule II—Financial Information of RegistrantCondensed Statements of Cash FlowsParent Company Only

	Years Ended December 31,
(In thousands)	2025			2024			2023
Cash flows from operating activities
Net cash provided by (used in) operating activities (1)	$	340,791		$	246,885		$	194,607
Cash flows from investing activities
Proceeds from sales of:
Available for sale securities		429,568			18,423			129,650
Equity securities		100,461			38,375			60,755
Proceeds from redemptions of:
Available for sale securities		270,942			320,026			168,639
Trading securities		295			23			—
Purchases of:
Available for sale securities		(6,159	)		(63,733	)		(84,313	)
Equity securities		(18,677	)		(18,166	)		(3,690	)
Sales, redemptions and (purchases) of:
Short-term investments, net		(731,663	)		339,819			(135,657	)
Other assets, net		(4,210	)		(158	)		(10,664	)
Capital distributions from subsidiaries (2)		191,213			500			7,000
Capital contributions to subsidiaries (3)		—			(84,000	)		(49,750	)
Net cash provided by (used in) investing activities		231,770			551,109			81,970
Cash flows from financing activities
Dividends and dividend equivalents paid		(145,615	)		(151,961	)		(145,908	)
Issuance of senior notes		—			616,745			—
Redemption of senior notes		—			(977,079	)		—
Issuance of common stock		1,043			928			1,755
Repurchases of common stock, including excise taxes paid		(431,909	)		(225,059	)		(133,314	)
Proceeds from credit facility borrowings		50,000			—			—
Repayments of credit facility borrowings		(50,000	)		—			—
Credit facility commitment fees paid		(4,005	)		(812	)		(904	)
Proceeds (repayments) related to cash collateral for loaned securities, net		12,048			(57,174	)		2,122
Net cash provided by (used in) financing activities		(568,438	)		(794,412	)		(276,249	)
Increase (decrease) in cash and restricted cash		4,123			3,582			328
Cash and restricted cash, beginning of period		5,782			2,200			1,872
Cash and restricted cash, end of period	$	9,905		$	5,782		$	2,200

Includes cash distributions received from subsidiaries of $252 million, $243 million and $184 million in 2025, 2024 and 2023, respectively. Excludes non-cash distributions received from subsidiaries of $343 million, $432 million and $216 million in 2025, 2024 and 2023, respectively.
Includes cash distributions received from subsidiaries held for sale of $27 million and $7 million in 2025 and 2023, respectively. There were no cash distributions received from subsidiaries held for sale during 2024.
Includes cash contributions provided to subsidiaries held for sale of $81 million and $50 million in 2024 and 2023, respectively. There were no cash contributions provided to subsidiaries held for sale during 2025.

See Supplemental Notes.

181 Radian Group Inc.

Schedule II—Financial Information of Registrant

Supplemental Notes

Parent Company Only

Note A

The Radian Group Inc. (the “Parent Company,” “we” or “our”) financial statements represent the stand-alone financial statements of the Parent Company. These financial statements have been prepared on the same basis and using the same accounting policies as described in the consolidated financial statements included herein, except that the Parent Company uses the equity-method of accounting for its majority-owned subsidiaries. These financial statements should be read in conjunction with our consolidated financial statements and the accompanying notes thereto.

See Notes 12 and 14 of Notes to Consolidated Financial Statements for additional information on the Parent Company’s debt obligations and capital stock.

The Parent Company has entered into the following guarantees on behalf of our subsidiaries:

Beginning in 2022, Radian Group entered into certain Parent Guarantees to support its mortgage conduit business. See Note 3 of Notes to Consolidated Financial Statements for additional information.
To allow our mortgage insurance customers to comply with applicable securities regulations for issuers of ABS (including mortgage-backed securities), Radian Group has guaranteed two structured transactions for Radian Guaranty with $46 million of aggregate remaining credit exposure as of December 31, 2025.
Radian Group and Radian Mortgage Assurance are parties to a guaranty agreement, which provides that Radian Group will make sufficient funds available to Radian Mortgage Assurance to ensure that Radian Mortgage Assurance has a minimum of $5 million of statutory policyholders’ surplus every calendar quarter. Radian Mortgage Assurance had $9 million of statutory policyholders’ surplus and no RIF exposure as of December 31, 2025.

As of December 31, 2025, Radian Group recorded a net deferred tax liability of $270 million. This balance includes liabilities related to certain of our subsidiaries, which have incurred federal NOLs that could not be carried-back and utilized on a separate company tax return basis. As a result, we are not currently obligated under our tax-sharing agreement to reimburse these subsidiaries for their separate company federal NOL carryforwards. However, if in a future period one of these subsidiaries utilizes its share of federal NOL carryforwards on a separate entity basis, prior to the NOL expiring, then Radian Group may be obligated to fund such subsidiary’s share of our consolidated tax liability to the Internal Revenue Service. A portion of these NOLs will begin to expire in

2027

. In December 2025, Radian Group entered into a $600 million Intercompany Note with Radian Guaranty to pay for a portion of the cash consideration for the Inigo acquisition. The note, which was approved by the Pennsylvania Insurance Department subject to certain terms and conditions, has a 10-year term and bears interest at 6.50% per annum. See Note 16 of Notes to Consolidated Financial Statements for additional information related to the Intercompany Note.

Note B

The Parent Company provides certain services to its subsidiaries. The Parent Company allocates to its subsidiaries expenses it incurs in the capacity of supporting those subsidiaries, including operating expenses, which are allocated based on the forecasted annual percentage of total revenue, which approximates the estimated percentage of time spent on certain subsidiaries, and interest expense, which is allocated based on relative capital. These expenses are presented net of allocations in the Condensed Statements of Operations. Substantially all operating expenses and interest expense have been allocated to the subsidiaries for 2025, 2024 and 2023.

Amounts allocated to the subsidiaries for expenses are based on actual cost, without any mark-up. The Parent Company considers these charges to be fair and reasonable. The subsidiaries generally reimburse the Parent Company for these costs in a timely manner, which has the impact of temporarily improving the cash flows of the Parent Company, if accrued expenses are reimbursed prior to actual payment.

The following table provides the components of our Parent Company expenses that have been allocated to our subsidiaries for the periods indicated.

Total allocated expenses
	Years Ended December 31,
(In thousands)	2025		2024		2023
Allocated operating expenses	$	165,067	$	169,255	$	163,858
Allocated interest expense		65,127		81,301		82,734
Total allocated expenses	$	230,194	$	250,556	$	246,592

During 2025 and 2024, certain non-insurance subsidiaries had not generated sufficient cash flow to reimburse the Parent Company for their share of direct and allocated operating expenses, and therefore the Parent Company effectively contributed a total of $37 million and $76 million, respectively, to these subsidiaries to reflect the impairment of the intercompany receivables representing unreimbursed direct and allocated costs.

Note C

See Note 16 of Notes to Consolidated Financial Statements for additional information related to capital transactions between the Parent Company and its consolidated insurance subsidiaries, including $595 million in ordinary dividends paid and a $200 million return of capital from Radian Guaranty to Radian Group during 2025.

Note D

During 2025, Radian Group received returns of capital of $35 million and $27 million from its Title and Mortgage Conduit subsidiaries held for sale, respectively. There were no returns on capital from these businesses in 2024.

Radian Group Inc. and Its Consolidated Subsidiaries

Schedule IV—ReinsuranceInsurance Premiums EarnedYears Ended December 31, 2025, 2024 and 2023

($ in thousands)	Gross<br>Amount		Ceded <br>to Other<br>Companies		Assumed<br>from Other<br>Companies		Net<br>Amount		Assumed Premiums<br>as a Percentage<br>of Net Premiums
2025
Mortgage insurance	$	1,058,513	$	116,648	$	—	$	941,865	0.00%
2024
Mortgage insurance	$	1,049,014	$	109,777	$	—	$	939,237	0.00%
2023
Mortgage insurance	$	1,029,941	$	120,578	$	—	$	909,363	0.00%

EX-4.5

EXHIBIT 4.5

DESCRIPTION OF THE REGISTRANT'S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

The following is a general description of the common stock of Radian Group Inc. (the “Company”) and does not purport to be complete. For a complete description of the terms and provisions of the common stock, refer to the Company's Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), each of which is an exhibit incorporated by reference into the Annual Report on Form 10-K of which this exhibit is a part. This summary is qualified in its entirety by reference to these documents.

Authorized and Outstanding Capital Stock

The Company is authorized to issue a total of 505,000,000 shares of capital stock, with a par value of $0.001 per share. Of the authorized amount, 485,000,000 of the shares are designated as common stock and 20,000,000 of the shares are designated as preferred stock.

As of February 16, 2026 there were 136,252,622 shares of common stock issued and outstanding, and no shares of preferred stock were issued or outstanding.

Description of Common Stock

General. Each share of the Company’s common stock has the same rights and privileges. Holders of the common stock do not have any preferences or any preemptive, redemption, subscription, conversion or exchange rights. All of the outstanding shares of common stock are fully paid and nonassessable. The Company’s common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “RDN.”

Voting Rights. The holders of common stock are entitled to vote upon all matters submitted to a vote of stockholders and are entitled to one vote for each share of common stock held. There is no cumulative voting.

Dividends. Subject to the prior rights and preferences, if any, applicable to shares of preferred stock or any series of preferred stock, the holders of common stock are entitled to participate ratably in all dividends, payable in cash, stock or otherwise, that may be declared by the Company’s board of directors out of any funds legally available for the payment of dividends. Each such distribution will be payable to holders of record as they appear on the Company’s stock transfer books on such record dates and dividend dates as may be fixed by the board of directors.

Liquidation and Distribution. If the Company voluntarily or involuntarily liquidates, dissolves or winds-up, or upon any distribution of assets, the holders of common stock will be entitled to receive, after distribution in full of the preferential amounts, if any, to be distributed to the holders of preferred stock or any series of preferred stock, all of the remaining assets available for distribution equally and ratably in proportion to the number of shares of common stock held by them.

Description of Preferred Stock

General. The preferred stock authorized under the Certificate of Incorporation may be issued from time to time in one or more series. The Company’s board of directors has the full authority permitted by law to establish, without further stockholder approval, one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of any series of the preferred stock that may be desired. Subject to the limitation on the total number of shares of preferred stock which the Company has authority to issue under the Certificate of Incorporation, the board of directors is also authorized to increase or decrease the number of shares of any series, subsequent to the issue of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series is so decreased, the shares constituting such decrease will resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. The Company may amend from time to time the Certificate of Incorporation and Bylaws to increase the number of authorized shares of preferred stock or common stock or to make other changes or additions.

Anti-Takeover Provisions

Certificate of Incorporation and Bylaws. Certain provisions of the Certificate of Incorporation and Bylaws summarized below may delay, defer or prevent a tender offer or takeover attempt, including attempts that might result in a premium over the market price for the Company’s securities.

The Certificate of Incorporation and Bylaws provide:

that the Company may issue preferred stock with such rights, preferences, privileges and limitations as the board of directors may, without prior stockholder approval, establish;
that special meetings of stockholders may only be called by the chairman of the board, a majority of the board of directors or the holders of a majority of the shares of common stock then outstanding;
advance notice procedures to bring business before an annual meeting of stockholders and with regard to the nomination, other than by or at the direction of the board of directors or a committee of the board, of candidates for election as directors; and
that the Court of Chancery of the State of Delaware is the sole and exclusive forum (or, if no such state court has jurisdiction, the federal district court for the District of Delaware) for any (i) derivative action or proceeding brought on behalf of the Company, (ii) action asserting a claim of breach of any duty (including any fiduciary duty) owed by any current or former director, officer, stockholder, employee or agent of the Company to the Company or the Company’s stockholders, (iii) action asserting a claim against the Company or any current or former director, officer, stockholder, employee or agent of the Company arising out of or relating to any provision of the Delaware General Corporation Law or the Certificate of Incorporation or Bylaws (each, as in effect from time to time), (iv) action asserting a claim against the Company or any current or former director, officer, stockholder, employee or agent of the Company governed by the internal affairs doctrine of the State of Delaware or (v) other action asserting an internal corporate claim, as defined in Section 115 of the Delaware General Corporation Law, and that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Restrictions on Ownership Under Insurance Laws. The application of various U.S. state insurance laws could be a significant deterrent to any person interested in acquiring control of the Company. The insurance and insurance holding company laws of each of the jurisdictions in which the Company’s insurance subsidiaries are incorporated or commercially domiciled govern any acquisition of control of the Company’s insurance subsidiaries or of the Company. In general, these laws provide that no person or entity may directly or indirectly acquire control of an insurance company unless that person or entity has received the prior approval of the insurance regulatory authorities. An acquisition of control generally is presumed in the case of any person or entity who purchases 10% or more of the Company’s outstanding common stock, unless a request for an exemption from the acquisition of control is filed by the acquirer and subsequently approved by all of the applicable insurance regulatory authorities.

Similar restrictions apply in the United Kingdom. Under the Financial Services and Markets Act 2000, any person (together with persons “acting in concert”) who proposes to directly or indirectly acquire 10% or more of the shares or voting power in a U.K. authorized insurance company or Lloyd’s of London managing agent or its parent, or otherwise to acquire “control,” must provide prior notice to the Prudential Regulation Authority (the “PRA”). The PRA consults with the Financial Conduct Authority to consider the application to acquire control. In addition, a person who is already deemed to have “control” will require prior approval of the PRA if such person proposes to increase their level of control beyond certain percentages.

Delaware General Corporation Law. Section 203 of the Delaware General Corporation Law applies to the Company because it is listed on a national securities exchange. Pursuant to Section 203, with certain exceptions, a Delaware corporation may not engage in any of a broad range of business combinations, such as mergers, consolidations and sales of assets, with an “interested stockholder,” as defined below, for a period of three years from the date that person became an interested stockholder, unless:

the transaction that results in a person becoming an interested stockholder or the business combination is approved by the board of directors of the corporation before the person becomes an interested stockholder;
upon consummation of the transaction that results in the stockholder becoming an interested stockholder, the interested stockholder owned 85% or more of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers and shares owned by certain employee stock plans; or
at or after the time the person becomes an interested stockholder, the business combination is approved by the corporation’s board of directors and by holders of at least two-thirds of the corporation’s outstanding voting stock, excluding shares owned by the interested stockholder, at a meeting of stockholders.

Under Section 203, an “interested stockholder” is defined as any person, other than the corporation and any direct or indirect majority-owned subsidiary, that is:

the owner of 15% or more of the outstanding voting stock of the corporation; or
an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately before the date on which it is sought to be determined whether such person is an interested stockholder.

Transfer Agent and Registrar. The transfer agent and registrar for the common stock is Computershare, Inc.

EX-10.14

EXHIBIT 10.14

Amendment No. 8 to the

Radian Group Inc.

Global Expense Allocation and Services Agreement

This Amendment No. 8 is made and entered into as of March 21, 2023, by and among Radian

Group Inc. (the “Group”), and its insurance subsidiaries, denoted in the attached Global Expense Allocation and Services Agreement (the “Agreement”) dated January 1, 2016, as the “Company” or “Companies” Expense.

Effective upon execution of this Amendment:

Radian Reinsurance Inc. is no longer a party to the Agreement; and

The parenthetical in the last sentence of Article 2(a)(iii) is hereafter amended as follows:

“…(see Appendix No. 1, as revised January 1, 2023 hereof, for current identified allocation percentages);”

The Appendix No. 1, dated April 1, 2022 to the Agreement is hereby replaced by the Appendix No. 1, dated January 1, 2023.

IN WITNESS WHEREOF, the parties hereto and the parties to the Agreement as noted below have caused this amendment to be signed in their corporate names on this 21st day of March, 2023.

Agreed and Accepted:
Radian Group Inc.<br><br>Radian Guaranty Inc.<br><br>Radian Insurance Inc.<br><br>Radian Mortgage Assurance Inc.<br><br><br><br><br><br><br><br>By:__/s/ Tami Bohm<br><br><br><br><br><br>Attest: /s/ Benjamin M. Schmidt

EX-10.15

EXHIBIT 10.15

Amendment No. 9 to the

Radian Group Inc.

Global Expense Allocation and Services Agreement

This Amendment No. 9 is made and entered into as of March 14, 2024, by and among Radian

Effective upon execution of this Amendment:

The parenthetical in the last sentence of Article 2(a)(iii) is hereafter amended as follows:

“…(see Appendix No. 1, as revised January 1, 2024 hereof, for current identified allocation percentages);”

The Appendix No. 1, dated January 1, 2023 to the Agreement is hereby replaced by the Appendix No. 1, dated January 1, 2024.

IN WITNESS WHEREOF, the parties hereto and the parties to the Agreement as noted below have caused this amendment to be signed in their corporate names on this 14th day of March, 2024.

Agreed and Accepted:
Radian Group Inc.<br><br>Radian Guaranty Inc.<br><br>Radian Insurance Inc.<br><br>Radian Mortgage Assurance Inc.<br><br><br><br><br><br><br><br>By:_/s/ Robert Quigley<br><br><br><br><br><br>Attest: /s/ Tami Bohm

EX-10.18

EXHIBIT 10.18

Amendment No. 8 to the

Radian Group Inc.

Amended and Restated Allocation of

Consolidated Tax Liability

This Amendment No. 8 is made and entered into as of January 1, 2023, by and among Radian Group Inc. and its subsidiaries (hereinafter referred to as “the Group”), and attaches to the Radian Group Inc. Amended and Restated Allocation of Consolidated Tax Liability Agreement (the “Agreement”) dated effective as of January 1, 2002.

Red Bell Real Estate, Inc. an entity which is included in the Group’s consolidated federal income tax return has changed its name and is now known by its new name:

Homegenius Real Estate Inc.

Commencing with the 2023 tax year, the following companies will not be included in the Group’s consolidated federal income tax return:

Radian Reinsurance Inc.

Radian Mortgage Guaranty Inc.

Radian Investor Surety Inc.

IN WITNESS WHEREOF, the parties hereto and the parties to the Agreement as noted below have caused this addendum to be signed in their corporate names on this 24th day of March, 2023.

Agreed and Accepted:

Radian Group Inc. Enhance Financial Services Group (“EFSG”) homegenius Inc. Radian Guaranty Inc. (“RGC”) Radian Insurance Inc. (“RIINC”) Radian Investment Group Inc. Radian MI Services Inc. Radian Mortgage Services Inc. Radian Mortgage Assurance Inc. Radian Real Estate Services Inc. Radian Settlement Services Inc. Radian Title Insurance Inc. Radian Title Services Inc. Homegenius Real Estate Inc. By:_/s/ Michael Goldstein Michael Goldstein, Senior Vice President Attest: /s/ Tami Bohm

EX-10.19

EXHIBIT 10.19

Amendment No. 9 to the

Radian Group Inc.

Amended and Restated Allocation of

Consolidated Tax Liability

This Amendment No. 9 is made and entered into as of March 14, 2024, by and among Radian Group Inc. and its subsidiaries (hereinafter referred to as “the Group”) and attaches to the Radian Group Inc. Amended and Restated Allocation of Consolidated Tax Liability Agreement (the “Agreement”) dated effective as of January 1, 2002.

Commencing with the 2024 tax year, the following companies will not be included in the Group’s consolidated federal income tax return:

Enhance Financial Services Group

IN WITNESS WHEREOF, the parties hereto and the parties to the Agreement as noted below have caused this addendum to be signed in their corporate names on this 14th day of March, 2024.

Agreed and Accepted:

Radian Group Inc. homegenius Inc. Radian Guaranty Inc. (“RGC”) Radian Insurance Inc. (“RIINC”) Radian Investment Group Inc. Radian MI Services Inc. Radian Mortgage Services Inc. Radian Mortgage Assurance Inc. Radian Real Estate Services Inc. Radian Settlement Services Inc. Radian Title Insurance Inc. Radian Title Services Inc. Homegenius Real Estate Inc. By:_/s/ Michael Goldstein Michael Goldstein, Senior Vice President Attest: /s/ Tami Bohm

EX-10.46

EXHIBIT 10.46

Execution version

Fourth Amendment and Restatement Agreement

Inigo Corporate Member Limited

as Borrower

Inigo Limited

as Original Guarantor

The Financial Institutions listed in ‎Schedule 1

as Original Lenders

Barclays Bank PLC, National Westminster Bank PLC, ING Bank N.V., London Branch, SMBC Bank International plc, Lloyds Bank PLC, ABN AMRO Bank N.V., HSBC Bank plc and The Bank of Nova Scotia, London Branch

as Mandated Lead Arrangers

and

Barclays Bank PLC

as Agent and Security Agent

relating to a letter of credit facility agreement dated 3 November 2021

as previously amended and restated on 31 October 2022, 26 October

2023 and 29 October 2024 and as amended pursuant to an

amendment agreement dated 23 December 2024

30 October 2025

Contents

1.	INTERPRETATION	2
2.	CONSENTS AND WAIVERS	2
3.	FOURTH AMENDMENT AND RESTATEMENT OF FACILITY AGREEMENT	6
4.	TRANSITIONAL PROVISIONS	6
5.	STATUS OF DOCUMENTS	7
6.	REPRESENTATIONS AND WARRANTIES	7
7.	MISCELLANEOUS	8
8.	GOVERNING LAW AND SUBMISSION TO JURISDICTION	8

Schedule

1.	Lenders	10
2.	Conditions Precedent	11
3.	Form of Amendment Request	13
4.	Restated Facility Agreement	15
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THIS FOURTH AMENDMENT AND RESTATEMENT AGREEMENT is made on ___________________ 2025

BETWEEN:

INIGO CORPORATE MEMBER LIMITED (No. 12829143) a company incorporated in England and Wales and having its registered office at 25 Fenchurch Avenue, London EC3M 5AD (the "Borrower");
INIGO LIMITED (No. 12764745) a company incorporated in England and Wales and having its registered office at 25 Fenchurch Avenue, London EC3M 5AD (the "Parent" and the "Original Guarantor");
THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Lenders) as original lenders (the "Original Lenders");
BARCLAYS BANK PLC, NATIONAL WESTMINSTER BANK PLC, ING BANK N.V., LONDON BRANCH, SMBC BANK INTERNATIONAL PLC, LLOYDS BANK PLC, ABN AMRO BANK N.V., HSBC BANK PLC AND THE BANK OF NOVA SCOTIA, LONDON BRANCH as mandated lead arrangers (together the "Mandated Lead Arrangers" and each a "Mandated Lead Arranger" );
BARCLAYS BANK PLC as facility agent of the other Finance Parties (the "Agent"); and
BARCLAYS BANK PLC as security agent and trustee of the other Finance Parties (the "Security Agent").

WHEREAS:

The parties to this agreement entered into a letter of credit facility agreement dated 3 November 2021 under which the Lenders made available to the Borrower a $145,000,000 facility (the "Facility Agreement").
Pursuant to the first amendment and restatement agreement dated 31 October 2022, the Facility Agreement was amended in order to effect certain agreed amendments, including an increase in the total commitments to $300,000,000.
Pursuant to the second amendment and restatement agreement dated 26 October 2023, the Facility Agreement was amended in order to effect certain agreed amendments, including an increase in the total commitments to $469,000,000.
Pursuant to the third amendment and restatement agreement dated 29 October 2024, the Facility Agreement was amended in order to effect certain agreed amendments, including an increase in the total commitments to $520,000,000.
Pursuant to the Borrower FAL restructuring amendment agreement dated 23 December 2024, the Facility Agreement was amended in order to effect certain agreed amendments to reflect an internal restructuring of the Borrower and transfer of Primary FAL.
The beneficial owners of the Shares in the Parent have agreed to sell to the Buyer (and the Buyer has agreed to purchase) all of their Shares in the Parent (such sale and purchase of the Shares in the Parent being the "Parent Share Sale"). The Parent Share Sale shall, upon completion, constitute a Change of Control for the purposes of clause 4.2 (Change of control) of the Restated Facility Agreement.
Subject to the terms and conditions of this agreement, each Lender has consented to and waived its respective rights under clause 4.2 (Change of control) of the Restated Facility

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Agreement in respect of the Change of Control constituted solely by the Parent Share Sale as set out below.
The parties to this agreement have agreed to enter into this agreement in order to amend and restate the terms of the Facility Agreement in the manner set out below.

The Parties agree as follows:

INTERPRETATION
Definitions
Unless a contrary intention appears in this agreement, any word or expression defined in ‎Schedule 4 (Restated Facility Agreement) will have the same meaning when it is used in this agreement.
In this agreement:

"Amendment Documents" means this agreement, the Fourth Amendment Arrangement Fee Letter and the Fourth Amendment Agency Fee Letter;

"Amendment Request" means a notice substantially in the form set out in ‎Schedule 3 (Form of Amendment Request);

"Buyer" means Radian US Holdings Inc., a Delaware corporation whose principal executive office is at 550 East Swedesford Rd., Suite 350, Wayne, PA 19087 or any permitted assignee or transferee which is owned or controlled directly or indirectly by Radian Group Inc., a Delaware corporation whose principal executive office is at 550 East Swedesford Rd., Suite 350, Wayne, PA 19087;

"Effective Date" means the date on which the Agent notifies the Borrower that all the conditions precedent listed in ‎Schedule 2 (Conditions Precedent) have been fulfilled to its satisfaction;

"Fourth Amendment Agency Fee Letter" means the fee letter dated on or about the date of this agreement between the Borrower and the Agent; and

"Fourth Amendment Arrangement Fee Letter" means the fee letter dated on or about the date of this agreement between, the Borrower, the Mandated Lead Arrangers and the Agent.

"Restated Facility Agreement" means the Facility Agreement as amended and restated in accordance with this agreement in the form set out in ‎Schedule 4 (Restated Facility Agreement); and

"Shares" means all of the shares issued by the Parent.

Construction

Clause 1.2 (Construction) of the Facility Agreement will be deemed to be set out in full in this agreement, but as if references in that clause to the Facility Agreement were references to this agreement.

CONSENTS AND WAIVERS
On and from the Effective Date, subject to paragraph (e) below, each Lender:
acknowledges and confirms for the purposes of clause 4.2(a)(i) (Change of control) of the Restated Facility Agreement that the Borrower has notified

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the Agent of the forthcoming occurrence of the Change of Control resulting from the Parent Share Sale;
confirms, notwithstanding clause 4.2(a)(ii) (Change of control) of the Restated Facility Agreement, its unconditional consent to the Parent Share Sale;
unconditionally waives its respective rights under clause 4.2(a)(ii) (Change of control) of the Restated Facility Agreement that would otherwise arise as a result of the Parent Share Sale; and
agrees that, with effect from the date on which the Parent Share Sale is completed, references in the definition of "Change of Control" in clause 1 (Definitions and Interpretation) of the Restated Facility Agreement to (A) "existing shareholders", shall be construed for all purposes as references to the Buyer and (B) "the date of this Agreement", shall be construed for all purposes as references to the date on which the Parent Share Sale is completed.
Promptly following completion of the Parent Share Sale, where such transaction obliges the Agent or any Lender to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent or Managing Agent shall promptly upon the request of the Agent or any Lender procure the supply of such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender in order for the Agent, or such Lender, to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the Parent Share Sale.
If the Agent or any Lender is unable to complete its "know your customer" or similar identification procedures pursuant to paragraph (b) above to its satisfaction (whether as a result of the Parent or Managing Agent being unable to procure the relevant information or otherwise), it shall notify the Agent accordingly and, upon the receipt by the Agent of such notice, an Illegality Event shall be deemed to have occurred in respect of that Lender and clause ‎4.1(c) of the Restated Facility Agreement shall apply.
Subject to paragraph (e) below, the parties to this agreement agree that, with effect from the date on which the Parent Share Sale is completed:
references in the Restated Facility Agreement to "GAAP" shall be construed as references to:
in relation to GAAP as applied prior to the date on which the Parent Share Sale is completed, generally accepted accounting principles in the United Kingdom; and
in relation to GAAP as applied on or after the date on which the Parent Share Sale is completed: (x) for all purposes relating to the management accounts delivered pursuant to clause 16.2 (Quarterly Management Accounts) of the Restated Facility Agreement and for all purposes of clauses 17.2 (Financial Definitions), 17.4 (Accounting Terms) and 18.5(c)(iv)(B) (Negative Pledge) of the Restated Facility Agreement, generally accepted accounting principles in the United States and (y) otherwise, generally accepted accounting principles in the United Kingdom;

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the definition of "Finance Lease" in clause 1 (Definitions and Interpretation) of the Restated Facility Agreement shall be deleted in its entirety and replaced with the following:

""Finance Lease" means any lease or hire purchase contract, a liability under which would, in accordance with GAAP, be treated as a balance sheet liability (other than a lease or hire purchase contract which would, in accordance with GAAP as it was applied in the preparation of the Borrower's or the Parent's financial statements for the year ended 31 December 2024, have been treated as an operating lease (and for the avoidance of any doubt, any building or property lease which would be treated as an operating lease under the applicable GAAP or as a right of use asset under IFRS, shall not, at any time, be considered to be a Finance Lease for the purposes of this agreement));";

clause 16.2 (Quarterly Management Accounts) of the Restated Facility Agreement shall be deleted in its entirety and replaced with the following:

"Each Obligor shall supply to the Agent in sufficient copies for all the Lenders as soon as the same becomes available, but in any event within 60 days after the end of each financial quarter the unaudited, consolidated balance sheet and profit and loss account and a cash flow statement, of each Obligor for each quarter of the financial year.";

clause 16.4(a) (Compliance Certificates) of the Restated Facility Agreement shall be deleted in its entirety and replaced with the following:

"The Borrower shall supply to the Agent, with each set of financial statements delivered pursuant to clause 16.2 (Quarterly Management Accounts), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with clause 17 (Financial Condition) as at the date as at which those financial statements were drawn up.";

clause 16.5 (Requirements as to financial statements) of the Restated Facility Agreement shall be deleted in its entirety and replaced with the following:

"Unless otherwise agreed by the Majority Lenders, the Borrower and the Parent (as applicable) shall procure that each set of financial statements delivered:

(a) pursuant to (x) clause 16.1 (Annual Statements); and (y) prior to the date on which the Parent Share Sale (as defined in the Fourth Amendment and Restatement Agreement) is completed, clause 16.2 (Quarterly Management Accounts), is prepared using accounting practices and financial reference periods consistent with those applied in the preparation of the audited financial statements for the financial year ended 31 December 2024, taking into account any adjustments for the adoption of FRS 102 standards in respect of lease accounting requirements by the Borrower and the Parent in 2025 (the "UK GAAP Benchmark Financial Statements") for that company unless, in relation to any such set of financial statements, it notifies the Agent that there has been a change in such accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the relevant company or, where the relevant set of financial

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statements delivered are not audited financial statements, the relevant company) deliver to the Agent:

(i) a description of any change necessary for those financial statements to reflect the accounting practices and reference periods upon which such company's UK GAAP Benchmark Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 17 (Financial Condition) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that company's UK GAAP Benchmark Financial Statements;

(b) in the case of the first set of management accounts delivered pursuant to clause 16.2 (Quarterly Management Accounts) following the date on which the Parent Share Sale (as defined in the Fourth Amendment and Restatement Agreement) is completed (the "US GAAP Benchmark Management Accounts"), such management accounts are prepared under US GAAP and delivered together with sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 17 (Financial Condition) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that company's UK GAAP Benchmark Financial Statements; and

(c) in the case of management accounts, other than the US GAAP Benchmark Management Accounts, delivered pursuant to clause 16.2 (Quarterly Financial Statements) following the date on which the Parent Share Sale (as defined in the Fourth Amendment and Restatement Agreement) is completed, such management accounts, to the extent not prepared on a basis consistent with the US GAAP Benchmark Management Accounts, are delivered together with:

(i) a description of any change necessary for those financial statements to reflect the accounting practices and reference periods upon which such company's US GAAP Benchmark Management Accounts were prepared; and

and any reference in this agreement to those financial statements referenced above shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the UK GAAP

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Benchmark Financial Statements or the US GAAP Benchmark Management Accounts, as applicable, were prepared."; and

clause 17.3 (Financial Testing) of the Restated Facility Agreement shall be deleted in its entirety and replaced with the following:

"The financial covenants set out in this clause 17 shall be tested only by reference to each of the management accounts delivered pursuant to clause 16.2 (Quarterly Management Accounts) and/or each Compliance Certificate delivered pursuant to clause 16.4 (Compliance Certificates) (and all references to the financial statements or management accounts in clause 17.2 shall be read and construed as being only to such management accounts).".

If the Parent Share Sale has not completed on or prior to 31 August 2026 (or any later date which the Agent and the Borrower may agree), then the consent of each Lender recorded in paragraph (a)(ii) above, the waiver of each Lender's respective rights recorded in paragraph (a)(iii) above and the agreements and amendments recorded in paragraphs (a)(iv) and ‎(d) above will, in each case, be deemed to have no longer been given and will not take effect.
FOURTH AMENDMENT AND RESTATEMENT OF FACILITY AGREEMENT
Amendment and Restatement
The Facility Agreement will, with effect from (and including) the Effective Date, be amended and restated in the form set out in ‎Schedule 4 (Restated Facility Agreement) so that the rights and obligations of the parties from (and including) the Effective Date shall be governed by, and construed in accordance with, the terms of the Restated Facility Agreement.
The parties to this agreement agree that, with effect from (and including) the Effective Date, they shall have the rights and take on the obligations ascribed to them under the Restated Facility Agreement.
Effective Date
The Agent (acting on the instructions of the Majority Lenders) will notify the Parent and the Lenders promptly when the Effective Date occurs.
If the Effective Date has not occurred by 10 November 2025 (or any later date which the Agent and the Borrower may agree), then clauses ‎‎2 (Consents and Waivers), ‎3 (Fourth Amendment and Restatement of Facility Agreement) and ‎5 (Status of Documents) will lapse and none of the amendments recorded in clause ‎‎3.1 (Amendment and Restatement) will take effect.
TRANSITIONAL PROVISIONS

Each party to this agreement acknowledges and agrees that:

prior to the date of this agreement, the Borrower requested the issuance of certain Letters of Credit under the Facility Agreement which have been issued and remain outstanding ("Existing Letters of Credit");
prior to the Effective Date, the Borrower shall submit one or more Amendment Requests for Letters of Credit issued under the Facility Agreement to amend all of the Existing Letters of Credit;

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on or after the Effective Date and promptly following receipt by the Agent of an Amendment Request in respect of the Existing Letters of Credit, the Agent shall issue an amendment request to Lloyd’s (an "Amendment Request to Lloyd’s") requesting the amendment of the Existing Letters of Credit on the terms specified in the Amendment Request (the period on and from the Effective Date to (but excluding) the date on which the Existing Letters of Credit which are the subject of an Amendment Request to Lloyd’s are amended pursuant to the terms of that Amendment Request to Lloyd’s); and
the Utilisation Date specified in the Utilisation Request delivered on or about the Effective Date shall be deemed to be the Utilisation Date of the Existing Letters of Credit for the purposes of the Facility Agreement.
STATUS OF DOCUMENTS
Continuing Obligations

With effect from the Effective Date:

except as varied by the terms of this agreement, the Facility Agreement and the other Finance Documents will remain in full force and effect. Each party to this agreement reconfirms all of its obligations under the Facility Agreement (as amended and restated by this agreement) and under the other Finance Documents; and
any reference in the Finance Documents to the Facility Agreement or to any provision of the Facility Agreement will be construed as a reference to the Facility Agreement, or that provision, as amended and restated by this agreement.
Finance Document

This agreement will constitute a Finance Document.

Guarantee Confirmation

The Original Guarantor confirms and agrees that with effect from (and including) the Effective Date, the guarantees and indemnities set out in clause 14 (Guarantee and Indemnity) of the Restated Facility Agreement shall apply and extend to the obligations of each Obligor under the Finance Documents (as defined in the Restated Facility Agreement).

REPRESENTATIONS AND WARRANTIES

Each Obligor makes to each Finance Party each of the Repeating Representations, in each case:

on the date of this agreement and on the Effective Date;
by reference to the facts and circumstances then existing; and
on the basis that references to this "agreement" in the Repeating Representations, should be construed as references to this agreement and to the Facility Agreement, and on the Effective Date, to the Restated Facility Agreement,

and acknowledges that each Finance Party has entered into this agreement and has agreed to the amendment and restatement effected by this agreement in full reliance on those representations and warranties.

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MISCELLANEOUS
Expenses

The Borrower shall, promptly on demand, pay the Agent, each Mandated Lead Arranger and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution and perfection of this agreement and all documents referred to in this agreement.

Invalidity of any Provision

If, at any time, any provision of this agreement is or becomes invalid, illegal or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

Counterparts

This agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this agreement.

Third Party Rights
Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this agreement.
Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this agreement at any time.
Fourth Amendment Arrangement Fee

The Borrower shall pay to the Agent (for the account of each Mandated Lead Arranger) an amendment arrangement fee in the amount and at the times agreed in the Fourth Amendment Arrangement Fee Letter.

GOVERNING LAW AND SUBMISSION TO JURISDICTION
Governing Law

This agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

Jurisdiction
The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute regarding the existence, validity or termination of this agreement or any non-contractual obligation arising out of or in connection with this agreement) (a "Dispute").
The parties to this agreement agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.
This clause ‎‎8.2 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in

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any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

IN WITNESS whereof this agreement has been duly executed on the date first above written.

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Lenders

Name of Lender	Commitment prior to the Effective Date	Commitment from (and including) the Effective Date
Barclays Bank PLC	$71,000,000	$84,400,000
ING Bank N.V., London Branch	$71,000,000	$84,400,000
Lloyds Bank PLC	$71,000,000	$84,400,000
National Westminster Bank PLC	$71,000,000	$84,400,000
SMBC Bank International plc	$71,000,000	$84,400,000
ABN AMRO Bank N.V.	$55,000,000	$66,000,000
HSBC Bank plc	$55,000,000	$66,000,000
The Bank of Nova Scotia, London Branch	$55,000,000	$66,000,000
Total Commitments	$520,000,000	$620,000,000
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Conditions Precedent

CORPORATE DOCUMENTS
A copy of the constitutional documents of each Obligor or a certificate from an authorised signatory of the relevant Obligor certifying that no change, amendment or other variation has been made to its constitutional documents since they were last delivered to the Agent as a condition precedent under the Facility Agreement.
A copy of a resolution of the board of directors of each Obligor:
approving the terms of, and the transactions contemplated by, the Amendment Documents to which it is a party and resolving that it execute the Amendment Documents to which it is a party;
authorising a specified person or persons to execute the Amendment Documents to which it is a party on its behalf; and
authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Amendment Documents to which it is a party.
A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.
A certificate of each Obligor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, securing or similar limit binding on it to be exceeded.
A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this ‎‎Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this agreement.
FINANCE DOCUMENTS
This agreement duly executed by the parties thereto.
The Fourth Amendment Arrangement Fee Letter duly executed by the parties thereto.
The Fourth Amendment Agency Fee Letter duly executed by the parties thereto.
LEGAL OPINIONS

A legal opinion of Ashurst LLP, legal advisers to the Mandated Lead Arrangers, the Agent and Security Agent in England, substantially in the form distributed to the Lenders prior to signing this agreement.

OTHER DOCUMENTS AND EVIDENCE
Satisfaction of all "know your customer" or other similar checks under all applicable laws and regulations in relation to the Obligors.
A draft CIL statement based on management's best estimate as of the date of this agreement.

Ashurst	11

A draft of the FAL reorganisation form showing the new FAL being provided in the form of an increase to a Letter of Credit under the Restated Facility Agreement.
A copy of the Amendment Request with respect to Letter of Credit No. 55053355.
Evidence that the fees, costs and expenses then due from the Borrower have been paid or will be paid by the first Utilisation Date.
A copy of a structure chart of the Group.
A copy of an indicative structure chart of the Group following completion of the proposed Parent Share Sale.
A copy of the latest audited financial statements of the Group and the Borrower.
A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Amendment Document or for the validity and enforceability of any Amendment Document.

Ashurst	12

Form of Amendment Request

From: [Borrower]

To: Barclays Bank PLC as Agent

Dated:

Dear Sir / Madam

Inigo Corporate Member Limited letter of credit facility agreement dated 3 November 2021 as amended and restated on 31 October 2022, 26 October 2023 and 29 October 2024 and as amended on 23 December 2024 (the "Agreement") and as further amended and restated on the date hereof pursuant to an amendment and restatement agreement (the "Amendment Agreement")

We refer to the Agreement. This is an Amendment Request (as defined in the Amendment Agreement). Terms defined in the Agreement have the same meaning in this Amendment Request unless given a different meaning in this Amendment Request.
We refer to the following Letter of Credit:

Letter of Credit Number: [ l ]

Issuance date: [ l ]

Original amount/currency: [ l ]

Beneficiary: [ l ]

We request that the Agent amend the Letter of Credit described in paragraph 2 above as follows:
the amount of the Letter of Credit shall be increased to [ l ];
the Expiry Date shall be [ l ]; and
[TBC if any other changes are required].
In making the amendments described in paragraph 3 above, the Agent shall make such other amendments as are required for the purpose of effecting those paragraph 3 amendments.
In addition, we request confirmation of the names of each Lender and their respective commitments in the Letter of Credit (as amended pursuant to this Amendment Request).
The Letter of Credit (as amended pursuant to this Amendment Request) is to form part of the Funds at Lloyd’s of the Account Party to support the Account Party’s (as defined or referenced in the M&URs) underwriting at Lloyd's as a member of Syndicate 1301 for the 2026 year of account and prior open years of account.
We confirm that each applicable condition specified in clause 2.7 (Further Conditions Precedent) of the Agreement is satisfied on the date of this Amendment Request.
This Amendment Request is irrevocable.

Yours faithfully,

Ashurst	13

[Authorised signatory of the Borrower]

Ashurst	14

Restated Facility Agreement

Ashurst	15

Signatories to the Fourth Amendment and Restatement Agreement

The Borrower

Signed by<br><br><br><br>for and on behalf of <br>INIGO CORPORATE MEMBER LIMITED	)<br><br>)<br><br>)<br><br>)	/s/ Stuart Bridges

The Original Guarantor

Signed by<br><br><br><br>for and on behalf of <br>INIGO LIMITED	)<br><br>)<br><br>)<br><br>)	/s/ Stuart Bridges

The Original Lenders

Signed by James Nicol<br><br><br><br>for and on behalf of <br>BARCLAYS BANK PLC	)<br><br>)<br><br>)<br><br>)	/s/ James Nicol
Signed by Greg Thurling<br><br><br><br>for and on behalf of <br>NATIONAL WESTMINSTER BANK PLC	)<br><br>)<br><br>)<br><br>)	/s/ Greg Thurling
---	---	---
Signed by Marriet Groen<br><br><br><br>Olive Yu<br><br><br><br>for and on behalf of <br>ING BANK N.V., LONDON BRANCH	)<br><br>)<br><br>)<br><br>)<br><br>)<br><br>)	/s/ Marriet Groen<br><br><br><br>/s/ Olive Yu
---	---	---
Signed by /s/ Lioan Nidou<br><br><br><br><br><br><br><br><br><br>for and on behalf of <br>SMBC BANK INTERNATIONAL PLC	)<br><br>)<br><br>)<br><br>) )<br><br>)	/s/ CSasaki
---	---	---
Signed by Blair Daly<br><br><br><br>for and on behalf of <br>LLOYDS BANK PLC	)<br><br>)<br><br>)<br><br>)	/s/ Blair Daly
---	---	---
Signed by Yurriaan Nederpel<br><br><br><br>Martijn Bakker<br><br><br><br>for and on behalf of <br>ABN AMRO BANK N.V.	)<br><br>)<br><br>)<br><br>)<br><br>)<br><br>)	/s/ Yurriaan Nederpel<br><br><br><br><br><br>/s/ Martijn Bakker
---	---	---
Signed by Isanna Devine<br><br><br><br>for and on behalf of <br>HSBC BANK PLC	)<br><br>)<br><br>)<br><br>)	/s/ Isanna Devine
---	---	---
Signed by David Chu<br><br>Ralph Booth<br><br><br><br><br><br>for and on behalf of <br>THE BANK OF NOVA SCOTIA, LONDON BRANCH	)<br><br>)<br><br>)<br><br>)<br><br>)<br><br>)<br><br>)	/s/ David Chu<br><br>/s/ Ralph Booth
---	---	---

The Mandated Lead Arrangers

Signed by /s/ James Nicol<br><br><br><br>for and on behalf of <br>BARCLAYS BANK PLC	)<br><br>)<br><br>)<br><br>)
Signed by /s/ Greg Thurling<br><br><br><br>for and on behalf of <br>NATIONAL WESTMINSTER BANK PLC	)<br><br>)<br><br>)<br><br>)
---	---
Signed by /s/ Marriet Groen<br><br><br><br>/s/ Olive Yu<br><br><br><br>for and on behalf of <br>ING BANK N.V., LONDON BRANCH	)<br><br>)<br><br>)<br><br>)<br><br>)<br><br>)
---	---
Signed by /s/ Lioan Nidou<br><br><br><br>/s/ C Sasaki<br><br><br><br>for and on behalf of <br>SMBC BANK INTERNATIONAL PLC	)<br><br>)<br><br>)<br><br>) )<br><br>)
---	---
Signed by /s/ Blair Daly<br><br><br><br>for and on behalf of <br>LLOYDS BANK PLC	)<br><br>)<br><br>)<br><br>)
---	---
Signed by /s/ Yurriaan Nederpel<br><br><br><br>/s/ Martijn Bakker<br><br><br><br>for and on behalf of <br>ABN AMRO BANK N.V.	)<br><br>)<br><br>)<br><br>)
---	---
Signed by /s/ Isanna Devine<br><br><br><br><br><br>for and on behalf of <br>HSBC BANK PLC	)<br><br>)<br><br>)<br><br>)
---	---
Signed by /s/ David Chu<br><br><br><br>/s/ Ralph Booth<br><br><br><br>for and on behalf of <br>THE BANK OF NOVA SCOTIA, LONDON BRANCH	)<br><br>)<br><br>)<br><br>)<br><br>)<br><br>)<br><br>)
---	---

The Agent

Signed by /s/ James Nicol<br><br><br><br>for and on behalf of <br>BARCLAYS BANK PLC	)<br><br>)<br><br>)<br><br>)

The Security Agent

Signed by /s/ James Nicol<br><br><br><br>for and on behalf of <br>BARCLAYS BANK PLC	)<br><br>)<br><br>)<br><br>)

---
620,000,000 Letter of Credit Facility Agreement
Inigo Corporate Member Limited as Borrower Inigo Limitedas Original Guarantor The Financial Institutions listed in schedule 1as Original Lenders Barclays Bank PLC, National Westminster Bank PLC, ING Bank N.V., London Branch, SMBC Bank International plc, Lloyds Bank PLC, ABN AMRO Bank N.V., HSBC Bank plc and The Bank of Nova Scotia, London Branchas Mandated Lead Arrangers andBarclays Bank PLCas Agent and Security Agent
Dated 3 November 2021 as amended and restated on 31 October 2022, 26 October 2023 and 29 October 2024. as amended pursuant to an amendment agreement dated 23 December 2024 and as further amended and restated on 30 October 2025

All values are in US Dollars.

Contents

1.	DEFINITIONS AND INTERPRETATION	1
2.	THE FACILITY	20
3.	UTILISATION	22
4.	PREPAYMENT, CANCELLATION AND COLLATERALISATION	24
5.	LETTER OF CREDIT COMMISSION	28
6.	DEFAULT INTEREST	28
7.	FEES	29
8.	BORROWER'S INDEMNITY TO THE LENDERS	29
9.	TAX GROSS UP AND INDEMNITIES	31
10.	INCREASED COSTS	37
11.	OTHER INDEMNITIES	38
12.	MITIGATION BY THE LENDERS	40
13.	COSTS AND EXPENSES	41
14.	GUARANTEE AND INDEMNITY	42
15.	REPRESENTATIONS	45
16.	INFORMATION UNDERTAKINGS	49
17.	FINANCIAL CONDITION	54
18.	GENERAL UNDERTAKINGS	56
19.	EVENTS OF DEFAULT	66
20.	CHANGES TO THE LENDERS	71
21.	CHANGES TO THE OBLIGORS	76
22.	ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS	77
23.	THE SECURITY AGENT	86
24.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES	98
25.	SHARING AMONG THE FINANCE PARTIES	98
26.	PAYMENT MECHANICS	100
27.	SET-OFF	103
28.	APPLICATION OF PROCEEDS	104
---	---	---
29.	NOTICES	105
30.	CALCULATIONS AND CERTIFICATES	108
31.	PARTIAL INVALIDITY	108
32.	REMEDIES AND WAIVERS	108
33.	AMENDMENTS AND WAIVERS	109
34.	CONFIDENTIALITY	110
35.	COUNTERPARTS	114
36.	CONTRACTUAL RECOGNITION OF BAIL-IN	114
37.	GOVERNING LAW	114
38.	ENFORCEMENT	114

Schedule

1.	The Original Lenders	116
2.	Conditions Precedent to Initial Utilisation	117
3.	Form of Utilisation Request	121
4.	Form of Transfer Certificate	123
5.	Form of Assignment Agreement	125
6.	Form of Compliance Certificate	129
7.	Form of Letter of Credit	131
8.	Letter of Comfort [on Lloyd's letterhead]	136
9.	Form of Accession Letter	139
10.	Form of Resignation Letter	140
11.	Timetables	141

THIS AGREEMENT is dated 3 November 2021 as amended and restated on 31 October 2022, 26 October 2023 and 29 October 2024, as amended pursuant to an amendment agreement dated 23 December 2024 and as further amended and restated on __________ 2025.

BETWEEN:

INIGO CORPORATE MEMBER LIMITED (No. 12829143) a company incorporated in England and Wales and having its registered office at 25 Fenchurch Avenue, London EC3M 5AD (the "Borrower");
INIGO LIMITED (No. 12764745) a company incorporated in England and Wales and having its registered office at 25 Fenchurch Avenue, London EC3M 5AD (the "Parent" and the "Original Guarantor");
THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) as original lenders (the "Original Lenders");
BARCLAYS BANK PLC, NATIONAL WESTMINSTER BANK PLC, ING BANK N.V., LONDON BRANCH, SMBC BANK INTERNATIONAL PLC, LLOYDS BANK PLC, ABN AMRO BANK N.V., HSBC BANK PLC AND THE BANK OF NOVA SCOTIA, LONDON BRANCH as mandated lead arrangers (together the "Mandated Lead Arrangers" and each a "Mandated Lead Arranger");
BARCLAYS BANK PLC as facility agent of the other Finance Parties (the "Agent"); and
BARCLAYS BANK PLC as security agent and trustee of the other Finance Parties (the "Security Agent").

The parties AGREE as follows:

DEFINITIONS AND INTERPRETATION
Definitions
In this agreement:
"Acceptable Asset Rules" means the acceptable assets rules as set out in the Lloyd's Membership and Underwriting Conditions and Requirements (Funds at Lloyd's) from time to time;
"Accession Letter" means a document substantially in the form set out in ‎Schedule 9 (Form of Accession Letter);
"Account Charge" means the account security agreement granted or to be granted by the Borrower or the Parent in favour of the Security Agent over the Cash Collateral Account;
"Additional Guarantor" means a company which becomes an Additional Guarantor in accordance with clause ‎21 (Changes to the Obligors);
"Adjusted ECA" has the meaning given to such term in the M&URs but excluding all amounts designated to cover Solvency Deficits;
"Affiliate" means:
in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company; and
notwithstanding the foregoing, in relation to any member of the NatWest Group, the term "Affiliate" shall not include (i) the UK government or any member or instrumentality thereof, including His Majesty's Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or (ii)any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof (including His Majesty's Treasury and UK Financial Investments Limited) and which are not part of NatWest Group plc and its subsidiaries or subsidiary undertakings,

for the purposes of this definition, "NatWest Group" means NatWest Group plc and its subsidiaries and subsidiary undertakings;

"Agent's Spot Rate of Exchange" means:

the Agent's spot rate of exchange; or
(if the Agent does not have an available spot rate of exchange) any other publicly available spot rate of exchange selected by the Agent (acting reasonably),
for the purchase of the relevant currency, in the London foreign exchange market at or about 11:00 a.m. on a particular day;
"Annual CIL Statement" means the statement based on an assessment (however described) carried out by Lloyd's to determine whether the amount of FAL that is available to support the Borrower is sufficient, and how much (if any) additional FAL must be provided and how much (if any) existing FAL may be released, in connection with the yearly assessment performed by Lloyd’s with respect to the Borrower’s FAL in the second quarter of each year (the first such assessment occurring in the second quarter of 2022);
"Approved Credit Institution" means a credit institution within the meaning of the Directive relating to the taking up and pursuit of the business of credit institutions (No. 2000/12/EC) which has been approved by Lloyd's for the purpose of providing guarantees and issuing or confirming letters of credit comprising a member's Funds at Lloyd's;
"Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;
"Assignment Agreement" means an agreement substantially in the form set out in ‎Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee;
"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;
"Availability Period" means the period from and including the Completion Date to and including 30 November 2025;
"Available Commitment" means, in relation to a Lender at any time and save as otherwise provided in this agreement, its Commitment minus:
the amount of its participation in any Outstandings at that time;
in relation to any proposed Utilisation, the amount of its participation in any Utilisations that are due to be made on or before the proposed Utilisation Date,
other than that Lender's participation in, or share of, any Outstandings that are due to be repaid or prepaid on or before the proposed Utilisation Date;
"Available Facility" means, at any time, the aggregate of the Available Commitments of the Lenders;
"Bail-In Action" means the exercise of any Write-down and Conversion Powers;
"Bail-In Legislation" means:
in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;
in relation to the United Kingdom, the UK Bail-In Legislation; and
in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation;
"Basel III" means:
the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring and Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
any further guidance or standards published by the Basel Committee on Banking Supervision relating to Basel III;
"Borrower FAL Restructuring Amendment Agreement" means the amendment agreement dated 23 December 2024 between the Borrower, the Original Guarantor, the Original Lenders, the Mandated Lead Arrangers, the Agent and the Security Agent;
"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York;
"Business Plan" means the most recent business plan within the meaning of the Definitions Byelaw (No. 7 of 2005) prepared in relation to the Managed Syndicate;

"Cash Collateral" means cash deposited in USD, and maintained in, the Cash Collateral Account provided that:

the Borrower has executed an Account Charge, in form and substance satisfactory to the Agent (acting reasonably); and
the Agent is satisfied (acting reasonably) that it has received a copy of any Authorisation or any other document, opinion, search or assurance which the Agent notifies the Borrower is necessary in connection with the entry into and performance of the transactions contemplated by the Account Charge or for the validity, priority and enforceability of the Account Charge,

and "Cash Collateralise", "Cash Collateralising" and "Cash Collateralised" shall be construed accordingly;

"Cash Collateral Account" means the account subject to the Account Charge;
"Change of Control" means, in relation to the Parent, (i) any person or group of persons acting in concert pursuant to an agreement or understanding (whether formal or informal) gaining direct or indirect control of the Parent or (ii) the existing shareholders ceasing to be the beneficial owner of more than fifty per cent. (50%) of the issued share capital of the Parent or (iii) a person obtains more shares than any investor or shareholder in the Parent as of the date of this Agreement.
For the purpose of this definition "acting in concert" has the meaning given to it in the City Code of Takeovers and Mergers; and
for the purposes of paragraph (iii) of this definition only, any "person" does not include an existing shareholder or a Permitted Transferee;
"Charged Property" means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security;
"Code" means the US Internal Revenue Code of 1986;
"Commencement Date" means, in relation to any Letter of Credit, the date as and from which the Lenders' liabilities (whether actual or contingent) under that Letter of Credit start to accrue;
"Commitment" means:
in relation to the Original Lenders, the amount set opposite its name under the heading "Commitments" in ‎Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this agreement; and
in relation to any other Lender, the amount of any Commitment transferred to it under this agreement,
to the extent not cancelled, reduced or transferred by it under this agreement;
"Completion Date" means the date on which the Agent notifies the Borrower that it has received all of the documents and other evidence listed in part 1 of ‎Schedule 2 (Conditions Precedent to Initial Utilisation) in form and substance satisfactory to the Agent pursuant to clause ‎2.6 (Initial Conditions Precedent);
"Compliance Certificate" means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate);
"Confidential Information" means all information relating to the Borrower, any Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance
and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;
"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway;
"Effective Date" has the meaning given to such term in the Fourth Amendment and Restatement Agreement;

"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time;

"EU CRD IV" means:
Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No. 648/2012; and
Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC;
"Event of Default" means any event or circumstance specified as such in clause ‎19 (Events of Default);
"EV Leasing Scheme" means an electric vehicle leasing scheme entered into by an Obligor from time to time for the benefit of employees of any member of the Group;
"Expiry Date" means, for a Letter of Credit, the date on which the maximum aggregate liability thereunder is to be reduced to zero;
"Facility" means the letter of credit facility made available to the Borrower pursuant to clause 2.1 (The Facility) of this agreement;
"Facility Office" means, in relation to the Agent, the office identified with its signature below or such other office as it may select by notice and, in relation to any Lender, the office notified by it to the Agent in writing prior to the date hereof (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) or such other office as it may from time to time select by notice to the Agent;
"FATCA" means:
sections 1471 to 1474 of the Code or any associated regulations;
any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or
any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;
"FATCA Application Date" means:
in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or
in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph ‎(a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA;
"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA;
"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction;
"FCA" means the Financial Conduct Authority in the United Kingdom and any regulatory body which succeeds to one or more of the functions and/or duties performed by it as at the date of this agreement;
"Fee Letter" means:
any letter or letters dated on or about the date of this agreement between the Borrower and the Mandated Lead Arrangers or the Borrower and the Agent or the Borrower and the Security Agent, setting out any of the fees referred to in clause ‎7 (Fees); and
any other letter setting out fees payable to a Finance Party referred to under any other Finance Document;
"Finance Documents" means this agreement, any Fee Letter, the First Amendment and Restatement Agreement, the Second Amendment and Restatement Agreement, the Third Amendment and Restatement Agreement, the Borrower FAL Restructuring Amendment Agreement, the Fourth Amendment and Restatement Agreement, any Transaction Security Document, and any other document designated as such by the Agent and the Borrower;
"Finance Lease" means any lease or hire purchase contract, a liability under which would, in accordance with GAAP, be treated as a balance sheet liability (other than a lease or hire purchase contract which would, in accordance with GAAP as it was applied in the preparation of the Borrower's or the Parent's financial statements for the year ended 31 December 2024, have been treated as an operating lease (and for the avoidance of any doubt, any building or property lease which would be treated as an operating lease under such GAAP or as a right of use asset under IFRS, shall not, at any time, be considered to be a Finance Lease for the purposes of this agreement));

"Finance Party" means the Agent, the Security Agent, the Mandated Lead Arrangers or a Lender;

"Financial Indebtedness" means any indebtedness for or in respect of:
moneys borrowed;
any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
the amount of any liability in respect of Finance Leases;
receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;
any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);
any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs ‎(a) to ‎(h) above;
"First Amendment and Restatement Agreement" means the amendment and restatement agreement dated 31 October 2022 between the Borrower, the Original Guarantor, the Original Lenders, the Mandated Lead Arrangers, the Agent and the Security Agent;
"Fourth Amendment and Restatement Agreement" means the amendment and restatement agreement dated __________ 2025 between the Borrower, the Original Guarantor, the Original Lenders, the Mandated Lead Arrangers, the Agent and the Security Agent;
"Fund" means any unit trust, investment trust, investment company, limited partnership, general partnership, collective investment scheme, pension fund, insurance company, authorised person under the Financial Services and Markets Act 2000 (as amended) or any body corporate or other entity, in each case the assets of which are managed professionally for investment purposes;
"Funds at Lloyd's" has the meaning given to it in paragraph 16 of the Membership Byelaw (No. 5 of 2005) and may also be referred to, for the purposes of this agreement, as "FAL";
"GAAP" means generally accepted accounting principles in the United Kingdom;
"Governmental Authority" means the government of the United Kingdom, the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank);
"Group" means the Parent and its Subsidiaries for the time being;
"Guarantor" means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with clause ‎21 (Changes to the Obligors);
"Holding Company" means in relation to a company or corporation, any company or corporation of which the first-mentioned company or corporation is a Subsidiary;
"IFRS" means UK-adopted international accounting standards within the meaning of section 474(1) of the Companies Act 2006 to the extent applicable to the relevant financial statements;
"Illegality Event" has the meaning given to it in clause ‎4.1 (Illegality);
"Insurance Subsidiary" means each Subsidiary of the Parent which is licenced by a Governmental Authority to engage in insurance and/or reinsurance business as an insurer or a reinsurer;
"ITA" means the Income Tax Act 2007;
"L/C Commission Rate" means:
in respect of any portion of a Letter of Credit which has not been Cash Collateralised 2.25 per cent. per annum; or
in respect of any portion of a Letter of Credit which has been Cash Collateralised 0.50 per cent. per annum;
"LB2 Cell" means a segregated cell of the PCC, established for the purpose of providing reinsurance to the Borrower;
"Lender" means:
any Original Lender; and
any bank or financial institution, trust, fund or other entity which has become a Party in accordance with clause ‎20 (Changes to the Lenders),
which, in each case, has not ceased to be a Party in accordance with the terms of this agreement;
"Letter of Comfort" means a letter of comfort from Lloyd's to the Borrower in substantially the form set out in ‎Schedule 8 (Letter of Comfort) or in such other form as may be agreed between the Borrower and the Agent;
"Letter of Credit" means a letter of credit issued or to be issued pursuant to clause ‎2.1 (The Facility) substantially in the form set out in ‎Schedule 7 (Form of Letter of Credit) or in any other form requested by the Borrower which is approved by the Lenders;
"Lloyd's" means the society incorporated by Lloyd's Act 1871 by the name of Lloyd's;
"Lloyd's Premiums Trust Deed" means a trust deed in the form for the time being required and approved by Lloyd's constituting an approved premiums trust deed;
"LMA" means the Loan Market Association;
"M&URs" means the Membership and Underwriting Conditions and Requirements set out in Market Bulletin Ref: Y5353 published on 25 October 2021 (as amended or supplemented from time to time, together with any successor to or replacement thereof);
"Majority Lenders" means:
if there are no Utilisations outstanding, a Lender or Lenders whose Commitments aggregate more than 662/3 per cent of the Total Commitments (or, if the Total
Commitments have been reduced to zero, aggregated more than 662/3 per cent of the Total Commitments immediately prior to the reduction); or
at any other time, a Lender or Lenders whose participations in the Outstandings then outstanding aggregate more than 662/3 per cent of all the Utilisations then outstanding;
"Managed Syndicate" means Syndicate 1301 at Lloyd's;
"Managing Agent" means Inigo Managing Agent Limited, a company incorporated in England and Wales with company number 08039754;
"Managing Agent's Agreement" means an agreement between the Borrower and the Managing Agent upon the terms of the standard managing agent's agreement (general) or the standard managing agent's agreement (corporate member) (within the meaning of the Agency Agreements Bylaw (No. 8 of 1988), or in either case, being a variation thereof, such variation having been consented to by Lloyd's, according to whether the Borrower is an individual member or a corporate member;

"Material Adverse Effect" means a material adverse effect on:

the business, assets, operations or financial condition of the Group taken as a whole;
the ability of any Obligor to perform its obligations under the Finance Documents; or
the validity, legality or enforceability of any Finance Document, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents;
"Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:
if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and
if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month;
The above rules will only apply to the last Month of any period. "Monthly" shall be construed accordingly;

"Moody's" means Moody's Investors Service Limited and any successor to the rating agency business of Moody's Investors Service Limited;

"Obligors" means the Borrower and each Guarantor (each an "Obligor");
"Obligors' Agent" means the Borrower appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to clause ‎2.4 (Obligors' Agent);
"Original Financial Statements" means:
in relation to the Original Guarantor, the audited financial statements of the Group for the financial year ended 31 December 2020; and
in relation to the Borrower, the audited financial statements of the Borrower for the financial year ended 31 December 2020;
"Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this agreement;
"Outstandings" means, at any time the aggregate of the maximum actual and contingent liabilities of the Lenders in respect of each outstanding Letter of Credit, calculated in USD;
"Own FAL" means, in relation to the Borrower, such part of its Funds at Lloyd's (including any solvency surplus) as is provided or otherwise supported by the Borrower, any other member of the Group or the LB2 Cell, or by way of cash and/or investments and/or covenant and charge or otherwise as permitted by Lloyd's from time to time (which shall be valued by Lloyd's in accordance with Lloyd's usual practice), excluding any Letter of Credit;
"Party" means a party to this agreement;
"PCC" means London Bridge 2 PCC Limited, a protected cell company with limited liability incorporated in England under The Risk Transformation Regulations 2017;
"Perfection Requirements" means any and all registrations, filings, notices and other actions and steps required to be made in any jurisdiction in order to perfect security granted by the Transaction Security Documents in order to achieve the relevant priority for such Security;
"Permitted Financial Indebtedness" means:
any Financial Indebtedness of the Borrower under any Syndicate Arrangement;
any Financial Indebtedness of any Obligor, the Managed Syndicate, a subsidiary of any Obligor, or (if not an Obligor) any Subsidiary of the Parent owing to another Obligor, a subsidiary of an Obligor, or (if not an Obligor) any Subsidiary of the Parent;
any Financial Indebtedness of such person for standby letters of credit issued to insurance or reinsurance cedants or incurred under or in connection with such letters of credit, in each case in the ordinary course of business;
any extensions, renewals and re-financings of any of the above;
any Financial Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for making an appeal, so long as such judgments or awards do not constitute an Event of Default under clause ‎19 (Events of Default);
any Financial Indebtedness arising under or in connection with derivative transactions entered into for the purposes of protection against or benefitting from fluctuations in any rate or price entered into in the ordinary course of business;
any Financial Indebtedness arising under insurance or reinsurance contracts entered into in the ordinary course of trading;
any Financial Indebtedness arising under or in connection with any stock loans, repurchase arrangements or reinsurance arrangements (including, for the avoidance of doubt, any guarantees given by any Obligor in respect of the same) for the purposes of providing FAL for or on behalf of the Borrower;
any Financial Indebtedness arising under or in connection with any EV Leasing Scheme; or
any other Financial Indebtedness, including but not limited to Financial Indebtedness incurred:
in connection with lease, utility and other similar deposits in the ordinary course of business;
to trade creditors in the ordinary course of business;
in connection with equipment leases, capital leases and ordinary course obligations to suppliers or vendors;
under any overdraft facility entered into in the ordinary course of business,

in an aggregate amount not to exceed $10,000,000 at any time outstanding;

"Permitted Transferee" means in relation to any existing investor in or shareholder of the Original Guarantor as set out in the group structure chart delivered as a condition precedent pursuant to paragraph 4.7 of Schedule 2, Part 2 (Conditions Precedent) of the Fourth Amendment and Restatement Agreement:
any Fund of which:
that investor or shareholder (or any group undertaking of, or any (direct or indirect) shareholder in, that investor or shareholder); or
that investor's or shareholder's (or any group undertaking of that investor's or shareholder's) general partner, trustee, nominee, manager or adviser, is a general partner, trustee, nominee, manager or adviser;
any separate accounts managed by that investor or shareholder;
any group undertaking of that investor or shareholder or of that investor's or shareholder's general partner, trustee, nominee, manager or adviser;
any general partner, trustee, nominee, operator, arranger or manager of, adviser to that investor or shareholder (or of, to or in any group undertaking of that investor or shareholder) or of, to or in any Fund referred to in (a) above or of, to or in any group undertaking referred to in (c) above; or
any subsidiary or person directly or indirectly controlled by the investor or shareholder from time to time, in each case excluding any portfolio company or operating company (or any investee company or holding company incorporated for the purposes of an investment in the relevant operating company) other than Enstar Group Limited and its group undertakings,
For the purposes of this definition:
"controlled" means the power of a person (or persons acting in concert) to secure that the affairs of another are conducted directly or indirectly in accordance with the wishes of that person (or persons acting in concert) whether by means of:
in the case of a company, being the direct or indirect owner of more than 50 per cent. of the issued share capital of or of the voting rights in that company, or having the right to appoint or remove a majority of the directors or otherwise control the votes at board meetings of that
company by virtue of any powers conferred by the articles of association, shareholders' agreement or any other document regulating the affairs of that company; or
in the case of a partnership, being the direct or indirect owner of more than 50 per cent. of the capital of that partnership, or having the right to control the composition of or the votes of the majority of the management of that partnership by virtue of any powers conferred by the partnership agreement or any other document regulating the affairs of that partnership, and shall include voting power held by two or more persons who have an agreement in respect of how they use their voting power or voting power which is held or may be exercised by a subsidiary undertaking; and
"acting in concert" has the meaning given to it in the City Code on Takeovers and Mergers;
"PRA" means the Prudential Regulation Authority in the United Kingdom and any regulatory body which succeeds to one or more of the functions and/or duties performed by it as at the date of this agreement;
"PRA Rulebook" means the UK Prudential Regulation Authority Rulebook (as amended from time to time);
"Primary FAL" means, in relation to the Borrower, such part of its Funds at Lloyd's (including any solvency surplus) as is provided or otherwise supported by
the Borrower or any other member of the Group; or
any other person (including, without limitation, the LB2 Cell),

by way of cash and/or investments and/or covenant and charge or otherwise as permitted by Lloyd's from time to time (which shall be valued by Lloyd's in accordance with Lloyd's usual practice), provided that in the case of paragraph (b) above, such funds at Lloyd's qualifies as "Tier 1" capital pursuant to Solvency II;

"QS Reinsurance Agreement" means the quota share reinsurance agreement dated on or about 23 December 2024 between the Borrower and the LB2 Cell;
"Quasi-Security" has the meaning given to it in clause ‎18.5 (Negative Pledge);
"Realistic Disaster Scenario" means any realistic disaster scenario presented in a business plan prepared in relation to the Managed Syndicate under paragraph 35 of the Underwriting Byelaw (No. 2 of 2003) which shows the potential impact upon the Managed Syndicate of a catastrophic event;
"Receiver" means a receiver or receiver and manager, or administrative receiver, administrator or trustee (as the context requires) or other similar officer of the whole or any part of the Charged Property;
"Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund;
"Relevant Date" has the meaning given to that term in clause ‎18.27 (Conditions Subsequent);
"Relevant Market" means the market for overnight cash borrowing collateralised by US Government securities;
"Repeating Representations" means each of the Representations set out in clause ‎15.1 (Status) to clause ‎15.6 (Governing law and enforcement) (inclusive), clause ‎15.10 (No default), paragraph (a) of clause ‎15.11 (No misleading information), clause ‎15.13(c) (Financial Statements) and clause ‎15.17 (Sanctions);
"Representations" means each of the representations set out in clause ‎15 (Representations);
"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian;
"Resignation Letter" means a letter substantially in the form set out in ‎Schedule 10 (Form of Resignation Letter);
"Restricted Person" means a person that is (i) listed on, or owned or controlled by a person listed on any Sanctions List; (ii) located in, incorporated under the laws of, or owned or controlled by, a person located in or organised under the laws of a country or territory that is the target of country-wide Sanctions; or (iii) otherwise a target of Sanctions, including the non-government controlled Ukrainian territories (e.g. Crimea, Donetsk, Luhansk, Zaporizhzhia, Kherson and other areas of Ukraine under Russian military control);
"Sanctions" means any economic sanctions laws, financial sanctions, regulations or embargoes enacted or enforced by the US, the United Nations, the European Union, the United Kingdom or the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the US Department of State and His Majesty's Treasury and Global Affairs Canada, (together "Sanctions Authorities");
"Sanctions List" means the "Specially Designated Nationals and Blocked Persons" list issued by OFAC, the Consolidated List of Financial Sanctions Targets issued by His Majesty's Treasury, the European Union's Consolidated List of Persons or any similar list issued or maintained or made public by any of the Sanctions Authorities, each as amended, supplemented or substituted from time to time;
"Second Amendment and Restatement Agreement" means the second amendment and restatement agreement dated 26 October 2023 between the Borrower, the Original Guarantor, the Original Lenders, the Mandated Lead Arrangers, the Agent and the Security Agent;
"Secured Obligations" means all money, liabilities and obligations at any time due, owing or incurred by any Obligor to any Secured Party under the Finance Documents, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or surety or in some other capacity);
"Secured Party" means each Finance Party from time to time party to this agreement and any Receiver or Delegate;
"Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;
"Solvency Deficit" means, at any time, the amount of additional Funds at Lloyd's which the Borrower is required to deposit or procure the provision of by Lloyd's as a consequence of its "member's assets" being less than its Adjusted ECA (each as defined in the M&URs);
"Solvency II" means:
Commission Delegated Regulation (EU) 2015/35 of the European Parliament and of the Council of 10 October 2014 on the taking up and pursuit of the business of Insurance and Reinsurance (Solvency II) as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "Withdrawal Act");
the law of the United Kingdom or any part of it, which immediately before IP completion day (as defined in the European Union (Withdrawal Agreement) Act 2020) implemented Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking up and pursuit of the business of Insurance and Reinsurance (Solvency II); and
direct EU legislation (as defined in the Withdrawal Act), which immediately before IP completion day (as defined in the European Union (Withdrawal Agreement) Act 2020) implemented EU Solvency II as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act;
"Specified Time" means a time determined in accordance with ‎Schedule 11 (Timetables);
"Subsidiary" means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006 and any company which would be a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006 but for any Security subsisting over the shares in that company from time to time;
"Syndicate Arrangement" means any arrangement (whether pursuant to guarantees, letters of credit or otherwise) entered into by a managing agent at Lloyd's on behalf of the Borrower together with the other members of a syndicate with respect to financing or reinsurance for the purposes of or in connection with the underwriting business carried on by all such members of that syndicate;
"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);
"Term" means, save as otherwise provided herein, in relation to any Letter of Credit, the period from its Utilisation Date until its Expiry Date;
"Termination Notice" means a notice given in writing by the Agent to Lloyd's in accordance with clause ‎3.11 (Termination Notice) advising Lloyd's of the date of expiry of the Letter of Credit referred to in such notice;
"Third Amendment and Restatement Agreement" means the amendment and restatement agreement dated 29 October 2024 between the Borrower, the Original Guarantor, the Original Lenders, the Mandated Lead Arrangers, the Agent and the Security Agent;
"Third Party FAL" has the meaning given to it in clause ‎18.20 (Provision of Funds at Lloyd's);
"Tier 1 Collateralising Event" has the meaning given to it in clause ‎4.4 (Mandatory Collateralisation – Tier 1 FAL);

"Total Commitments" means, at any time, the aggregate of the Lenders' Commitments, being $620,000,000 as at the Effective Date;

"Transaction Security" means the security created or expressed to be created in favour of the Security Agent pursuant to the Transaction Security Documents;
"Transaction Security Documents" means the Account Charge, together with any other security document that may at any time be given as security for any of the Secured Obligations pursuant to or in connection with any Finance Document;
"Transfer Certificate" means a certificate substantially in the form set out in ‎Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower;
"Transfer Date" means, in relation to an assignment or transfer, the later of:
the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and
the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate;
"Transferee" means a person to which a Lender seeks to transfer by novation all or part of such Lender's rights, benefits and obligations under the Finance Documents;
"UK Bail-In Legislation" means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings);
"UK CRD IV" means:
Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act; and
the law of the United Kingdom or any part of it, which immediately before IP completion day (as defined in the European Union (Withdrawal Agreement) Act 2020) implemented Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and its implementing measures; and
direct EU legislation (as defined in the Withdrawal Act), which immediately before IP completion day (as defined in the European Union (Withdrawal Agreement) Act 2020) implemented EU CRD IV as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act;
"Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the Finance Documents;
"US" means the United States of America;
"Utilisation" means a utilisation of the Facility;
"Utilisation Date" means the date of a Utilisation, being the date on which the relevant Letter of Credit is to be issued (or, as applicable, amended);
"Utilisation Request" means a notice substantially in the relevant form set out in ‎Schedule 3 (Form of Utilisation Request);
"VAT" means:
any value added tax imposed by the Value Added Tax Act 1994;
any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
any other tax of a similar nature, whether imposed in the United Kingdom or in a in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) or (b) above, or imposed elsewhere; and
"Write-down and Conversion Powers" means:
in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;
in relation to the UK Bail-In Legislation:
any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
any similar or analogous powers under that Bail-In Legislation; and
in relation to any other applicable Bail-In Legislation:
any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
any similar or analogous powers under that Bail-In Legislation.
Construction
Unless a contrary indication appears, any reference in this agreement to:
the "Agent", the "Security Agent", any "Finance Party", any "Lender", the "Parent", any "Obligor", "Party" or any "Secured Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;
"assets" includes present and future properties, revenues and rights of every description;
a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;
a "group of Lenders" includes all the Lenders;
"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);
a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;
a provision of law is a reference to that provision as amended or re-enacted from time to time;
a time of day is a reference to London time;
a document in "agreed form" is a document the form and content of which have been approved, and is initialled, by or on behalf of the Borrower and the Agent;
a "law" shall be construed as any law (including common or customary law), statute, constitution, decree, judgment, treaty, regulation, directive, bye-law, order or any other legislative measure of any government, supranational, local government, statutory or regulatory body or court;
a "member" shall be construed (as the context may require) as a reference to an underwriting member of Lloyd's;
a Lender's "participation", in relation to a Letter of Credit, shall be construed as a reference to the relevant amount that is or may be payable by a Lender in relation to that Letter of Credit;
a byelaw shall be construed as a reference to a byelaw made under Lloyd's Acts 1871 to 1982 as the same may have been, or may from time to time be, amended or replaced;
a "successor" shall be construed so as to include an assignee or successor in title of such party and any person who under the laws of its jurisdiction of incorporation or
domicile has assumed the rights and obligations of such party under this agreement or to which, under such laws, such rights and obligations have been transferred;
section, clause and schedule headings are for ease of reference only;
unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this agreement;
a Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been remedied or waived;
the Borrower "repaying" or "prepaying" a Letter of Credit means:
the Borrower providing or procuring provision of Cash Collateral for that Letter of Credit;
the maximum amount payable under the Letter of Credit being reduced or cancelled in accordance with its terms; or
the Agent being satisfied that it has no further liability under that Letter of Credit,

and the amount by which a Letter of Credit is repaid or prepaid under paragraphs (i) and (ii) above is the value of the Cash Collateral, reduction or cancellation;

the Borrower's obligation in respect of Utilisations becoming "due and payable" includes the Borrower repaying any Letter of Credit in accordance with paragraph (s) above;
a "wholly-owned Subsidiary" of a company or corporation shall be construed as a reference to any company or corporation which has no other members except that other company or corporation and that other company's or corporation's wholly-owned Subsidiaries or persons acting on behalf of that other company or corporation or its wholly-owned Subsidiaries;
the "equivalent" on any date in one currency (the "first currency") of an amount denominated in another currency (the "second currency") is a reference to the amount of the first currency which could be purchased with the amount of the second currency at the Agent's Spot Rate of Exchange on such date for the purchase of the first currency with the second currency;
the "winding up", "dissolution" or "administration" of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors; and
the "date of this agreement" is a reference to 3 November 2021.
Syndicate

For the purpose of construing references in this agreement to a syndicate, unless the context otherwise requires, the several groups of members to which in successive years a particular syndicate number is assigned by Lloyd's shall be treated as the same syndicate

notwithstanding that they may not comprise the same members with the same premium income limits.

Currency Symbols and Definitions

"USD", "$" and "dollars" denotes, from time to time, the lawful currency of the United States of America.

Third Party Rights
Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of this agreement.
Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this agreement at any time.
THE FACILITY
The Facility

Subject to the terms of this agreement, the Lenders make available to the Borrower, a letter of credit facility in an aggregate amount equal to the Total Commitments.

Finance Parties' Rights and Obligations
The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of an Unpaid Sum or any other amount owed by an Obligor which relates to a Finance Party's participation in the Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.
A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.
Purpose and Application
The Borrower shall apply each Letter of Credit issued under the Facility towards the Funds at Lloyd's for the 2026 underwriting year of account (from the commencement thereof) and/or each prior open underwriting year of account of the Borrower in relation to the Managed Syndicate and, accordingly, the Borrower shall apply all Letters of Credit issued under the Facility in or towards satisfaction of such purpose.
No Finance Party is bound to monitor or verify the application of any Letter of Credit issued pursuant to this agreement.
Obligors' Agent
Each Obligor (other than the Borrower) by its execution of this agreement irrevocably appoints the Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:
the Borrower on its behalf to supply all information concerning itself contemplated by this agreement to the Finance Parties and to give all notices and instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and
each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail.
Ranking and Application of Funds at Lloyd's

It is acknowledged by the parties hereto that, subject to the duties and actions of Lloyd's as trustee of all such Funds at Lloyd's, the Facility is intended to provide Funds at Lloyd's for the Borrower which, to the extent that such parties are able to procure the same upon and subject to the terms of this agreement and to any agreement to the contrary made pursuant to clause ‎18.20 (Provision of Funds at Lloyd's) shall only be applied after all other Funds at Lloyd's of or for the Borrower have been exhausted, in accordance with the Letter of Comfort obtained or to be obtained with respect thereto.

Initial Conditions Precedent
Save as the Lenders may otherwise agree, the Borrower may not deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in part 1 of ‎Schedule 2 (Conditions Precedent to Initial Utilisation) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.
Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.
Further Conditions Precedent

The Lenders will only be obliged to comply with clause ‎3.6 (Lenders' participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

no Default is continuing or would result from the proposed Letter of Credit; and
the Repeating Representations to be made by each Obligor are true in all material respects by reference to the facts and circumstances then existing.
Maximum Number of Utilisations

The Borrower may not deliver a Utilisation Request if, as a result of the proposed Utilisation, more than three Letters of Credit would be outstanding.

UTILISATION
Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time (or such other time as may be agreed by the Borrower, the Agent and each of the Lenders).

Completion of a Utilisation Request

Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

the currency and amount of the proposed Utilisation comply with clause ‎3.3 (Currency and Amount);
the proposed Utilisation Date is a Business Day falling within the Availability Period;
the proposed Term of that Letter of Credit is not less than four years and the Expiry Date of the Letter of Credit shall be no later than 31 December 2029;
it specifies the year of account (being the 2026 year of account) and/or each prior open year of account that the proposed Letter of Credit is intended to cover;
the Letter of Credit is substantially in the form set out in ‎Schedule 7 (Form of Letter of Credit); and
the beneficiary of the requested Letter of Credit is Lloyd's.
Currency and Amount
The currency specified in a Utilisation Request must be USD.
The amount of the proposed Letter of Credit must be a minimum of $1,000,000 or, if less, the Available Facility.
Completion of Letters of Credit

The Agent is authorised to arrange for the issue or amendment of any Letter of Credit pursuant to clause ‎3 (Utilisation) by:

completing the Commencement Date and the proposed Expiry Date of such Letter of Credit;
(in the case of an amendment increasing or decreasing the amount or extending the Expiry Date thereof) amending such Letter of Credit in such manner as Lloyd's may agree (including, where relevant, revoking any Termination Notice and issuing a new Termination Notice pursuant to clause ‎3.11 (Termination Notice));
completing schedule 1 to such Letter of Credit with the percentage participation of each Lender as allocated pursuant to the terms hereof;
executing such Letter of Credit and following such execution delivering such Letter of Credit to Lloyd's on or before the Utilisation Date; and
issuing such formal notification as Lloyd's may require confirming that the Letter of Credit has been issued or amended.
Notification
Not less than one Business Day before the first day of a Term, the Agent shall notify each Lender of:
the proposed length of the relevant Term;
the proposed currency; and
the aggregate principal amount,

of the Letter of Credit allocated to such Lender pursuant to this agreement.

The Agent shall notify each Lender of the amount of each Letter of Credit and the amount of its participation in that Letter of Credit, in each case by the Specified Time.
Lenders' Participation

Save as otherwise provided herein, each Lender will participate in each Letter of Credit issued pursuant to this clause ‎3 in the proportion borne by its Available Commitment to the Available Facility immediately prior to the issue of such Letter of Credit.

Demands under Letters of Credit

If a demand is made under a Letter of Credit the Agent shall promptly make demand upon the Borrower in accordance with this agreement and notify the Lenders.

Expiry of Letters of Credit

Upon the expiry of a Letter of Credit on its Expiry Date, the maximum actual and contingent liabilities of each Lender under such Letter of Credit will be reduced to zero.

Applied Letters of Credit

If, notwithstanding the provisions of clause ‎2.5 (Ranking and Application of Funds at Lloyd's), any sum is paid under a Letter of Credit (an "Applied Letter of Credit") which is greater than any sum which would have been paid had all other Funds at Lloyd's of or available for the Borrower been applied to meet any demand prior to the Funds at Lloyd's provided pursuant to

the Facility in accordance with clause ‎2.5 (Ranking and Application of Funds at Lloyd's) (the difference between the sum paid under the Applied Letter of Credit and the sum which should have been paid being the "Overpayment")), the Borrower shall, to the extent necessary to facilitate the indemnification of the Lenders by the Borrower under clause ‎8.1 (Borrower's Indemnity to Lenders), use its reasonable endeavours to procure the release by Lloyd's of the other Funds at Lloyd's of the Borrower and, upon the Lenders being indemnified in full under the said clause ‎8.1 but subject to the Agent receiving confirmation in writing from the Borrower that no Default is continuing, at the request of the Borrower either:

notwithstanding the provisions of clause ‎2.8 (Maximum Number of Utilisations), a supplementary Letter of Credit will be issued in an amount equal to the Overpayment having an Expiry Date which is the same as that of the Applied Letter of Credit; or
the Applied Letter of Credit will be amended by increasing the amount thereof by an amount equal to the Overpayment.
Acknowledgement of Automatic Extension

Each Lender acknowledges that each Letter of Credit will continue in effect until the date specified in a Termination Notice given by the Agent in accordance with the terms of clause ‎3.11 (Termination Notice) below.

Termination Notice
The Parties agree that the Agent shall, in respect of each Letter of Credit on the Utilisation Date of that Letter of Credit give a Termination Notice to Lloyd's so that each such Letter of Credit expires on 31 December 2029 and, upon such expiry, the maximum actual and contingent liabilities of each Lender under the Letter of Credit referred to in such Termination Notice will be reduced to zero.
In the event that any Letter of Credit is issued after a relevant Termination Notice has been given under paragraph (a) above the Agent shall give a Termination Notice in respect of such Letter of Credit at the time such Letter of Credit is issued.
PREPAYMENT, CANCELLATION AND COLLATERALISATION
Illegality

If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this agreement or to fund, issue or maintain its participation in any Letter of Credit (an "Illegality Event"):

that Lender shall promptly notify the Agent upon becoming aware of that event;
upon the Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled; and
if the Agent on behalf of the Lender so requires, the Borrower shall repay that Lender's participation in the Utilisations made to the Borrower on the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law and subject to the repayment being required to be made no earlier than five Business Days after the date on which the Agent notifies the Borrower of such required repayment) and that Lender's corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.
Change of control
If a Change of Control occurs:
the Borrower or the Parent shall promptly notify the Agent upon becoming aware of that event;
if a Lender so requires and notifies the Agent within 30 days of the Borrower or the Parent notifying the Agent of the event:
such Lender shall not thereafter be obliged to participate in or issue any Letter of Credit;
the Agent shall, if so instructed by such Lender, by not less than fifteen Business Days' notice to the Borrower, cancel the Available Commitments of such Lender and declare all amounts (together with any accrued interest, commission and fees) accrued under the Finance Documents in respect of such Lender immediately due and payable; and
the Borrower shall procure that on such date as the Agent shall have specified, the liabilities of that Lender under or in respect of each Letter of Credit are reduced to zero or otherwise secured by Cash Collateralising such Lender's participation in such Letter of Credit or such Lender's maximum actual or contingent liabilities under such Letter of Credit.
If any transaction occurs which would, but for paragraph (a) of the definition of Change of Control, result in a Change of Control (a "Permitted Transferee Transaction") and such Permitted Transferee Transaction obliges the Agent or any Lender to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Managing Agent shall promptly upon the request of the Agent or any Lender procure the supply of such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender in order for the Agent, or such Lender, to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations.
If the Agent or any Lender is unable to complete its "know your customer" or similar identification procedures pursuant to paragraph (b) above to its satisfaction (whether as a result of the Managing Agent being unable to procure the relevant information or otherwise), it shall notify the Agent accordingly and, upon the receipt by the Agent of such notice, an Illegality Event shall be deemed to have occurred in respect of that Lender and clause ‎4.1(c) shall apply.
Mandatory Collateralisation – 2027 Year of Account

If, by the deadline for the submission of letters of credit in support of the 2027 underwriting year of account, as specified by Lloyd's, which is expected to occur on or around 4 November 2026, the Lenders and the Borrower have not:

agreed to extend the Facility to provide Funds at Lloyd's for the Borrower for the 2027 underwriting year of account and/or each prior open year of account; and
effected such amendments to the Finance Documents as the Lenders consider necessary to effect such extension or otherwise require in connection with such extension,

the Borrower shall procure that, no later than the date falling five Business Days after 31 December 2026, the aggregate liability of the Lenders under each Letter of Credit then in issue is reduced to zero or otherwise Cash Collateralised.

Mandatory Collateralisation – Tier 1 FAL

If, at any time, the Borrower is or becomes obliged to provide collateral (cash or otherwise) in respect of a credit agreement or other arrangement pursuant to which Third Party FAL that qualifies as "Tier 1" capital pursuant to Solvency II has been provided ("Tier 1 Collateralising Event"), the Borrower shall procure that, no later than the date falling five Business Days after the Tier 1 Collateralising Event, the aggregate liability of the Lenders under each Letter of Credit then in issue is reduced to zero or otherwise Cash Collateralised.

Voluntary Cancellation of the Facility

The Borrower may, if it gives the Agent, not less than five Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of $5,000,000 and integral amounts of $1,000,000 thereafter) of the Available Facility. Any cancellation under this clause ‎4.5 shall reduce the Commitments of the Lenders rateably under the Facility. Any amounts cancelled in accordance with this clause ‎4.5 may not be re-instated.

Cancellation and Cash Collateralisation of Letters of Credit

The Borrower may, if it gives the Agent not less five Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, procure that the whole or any part of the liability of the Lenders under a Letter of Credit in issue is reduced to zero or otherwise Cash Collateralised (but if in part, by a minimum amount of $5,000,000).

Right of repayment and cancellation in relation to a single Lender
If:
any sum payable to any Lender by an Obligor is required to be increased pursuant to clause ‎9 (Tax Gross-up and Indemnities); or
any Lender claims indemnification from the Borrower under clause ‎9.3 (Tax Indemnity) or clause ‎10.1 (Increased Costs),

the Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Agent notice of its intention (a) to cancel the Commitments of that Lender and (b) to procure that the liabilities of that Lender under each Letter of Credit are reduced to zero and/or fully Cash Collateralised.

On receipt of a notice of cancellation referred to in paragraph (a) above in relation to a Lender, the Commitment(s) of that Lender shall immediately be reduced to zero.
On the last day of each Term which ends after the Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower to which a Utilisation is outstanding shall procure either that such Lender's participation in each Letter of Credit
be reduced to zero (by a reduction of the amount of that Letter of Credit in an amount equal to that Lender's participation in that Letter of Credit) or that it is otherwise fully Cash Collateralised.
Restrictions
A Lender whose total aggregate liabilities under each Letter of Credit have been reduced to zero or Cash Collateralised pursuant to clause ‎4.7 (Right of repayment and cancellation in relation to a single Lender) or have been Cash Collateralised pursuant to clause ‎4.6 (Cancellation and Cash Collateralisation of Letters of Credit) shall not be obliged to participate in any Letter of Credit issued on or after the date upon which the Agent receives the Borrower's notice of its intention to procure the repayment of in respect of such Lender's share of the Outstandings or to fully Cash Collateralise such Lender's share of the Outstandings, and such Lender's Available Commitment shall be reduced to zero.
The Available Facility may be cancelled, and the liabilities of each Lender under any Letter of Credit may be reduced to zero, only at the times and in the manner expressly provided for herein.
Funds at Lloyd's Ineligibility

(a) If all or any part of a Lender's Commitment has ceased or will cease to be eligible as Funds at Lloyd's for the Borrower in respect of any year of account which it is intended to support pursuant to clause ‎2.3 (Purpose and Application) (such Lender being, the "Affected Lender" and the amount of its Commitment which has ceased or will cease to be eligible together with the relevant Lender's Available Commitment being, the "Ineligible Amount"):

(i) the Borrower or the Affected Lender shall, promptly upon becoming aware of such event, notify the Agent who shall, in turn, promptly notify the Borrower or the Affected Lender, as applicable; and

(ii) either the Borrower or the Affected Lender may by notice to the other (through the Agent) request that the Ineligible Amount be transferred or reduced to zero pursuant to paragraphs (b) to (d) below or at the election of the Affected Lender, confirmed by an Approved Credit Institution pursuant to paragraph (e) below.

(b) If any such notification is made pursuant to paragraph (a)(ii) above, the Agent shall promptly offer the Ineligible Amount to the other Lenders in the same proportion that each Lender's Commitment bears to the Total Commitments (excluding, in each case, the Affected Lender and its Commitments) whereupon:

(i) if, within 5 Business Days of such offer, any one or more Lenders accepts such offer, the Borrower, the Affected Lender and those Lenders shall, as soon as reasonably practicable thereafter, effect the necessary transfers of the Ineligible Amount pursuant to clause ‎20 (Changes to the Lenders); and

(ii) if, any existing Lender declines such offer or does not respond within 5 Business Days of such offer, the Agent shall promptly offer the declining Lender's proportion of the Ineligible Amount to the remaining Lenders (excluding, for the avoidance of doubt, the Affected Lender) in such

proportions as the Borrower may elect. If , within 5 Business Days of such offer, one or more Lenders accept such offer, the Borrower, the Affected Lender and those Lenders shall, as soon as reasonably practicable thereafter, effect the necessary transfers of the Ineligible Amount to those Lenders pursuant to clause ‎20 (Changes to the Lenders).

(c) If any part of the Ineligible Amount is not accepted by the other Lenders pursuant to paragraph (b) above, the Borrower or the Affected Lender (with the consent of the Borrower) may offer such remaining part to one or more Approved Credit Institutions. If any such Approved Credit Institution accepts such offer within 5 Business Days of the offer being made, the Borrower, the Affected Lender and those Lenders shall, as soon as reasonably practicable thereafter, effect the necessary transfers of the Ineligible Amount to those Approved Credit Institutions pursuant to clause ‎20 (Changes to the Lenders).

(d) If any part of the Ineligible Amount has not been transferred to the Lenders or to an Approved Credit Institution pursuant to paragraphs (b) or (c) above, the Borrower, the Affected Lender and the Agent shall co-operate in good faith to procure that Lloyd's amends or reduces the Letters of Credit as necessary to reduce the Ineligible Amount to zero.

(e) If any such notification is made by the Affected Lender pursuant to paragraph (a)(ii) above, that it intends to have the Ineligible Amount confirmed by an Approved Credit Institution, then that Affected Lender shall procure that such confirmation is obtained and shall provide details of the confirming Approved Credit Institution as soon as reasonably practicable thereafter and in any event within 10 Business Days. If the Affected Lender is unable to do so, then it shall promptly notify the Borrower.

LETTER OF CREDIT COMMISSION
The Borrower shall, in respect of each Letter of Credit requested by it, pay to the Agent for the account of each Lender (for distribution in proportion to each Lender's participation in such Letter of Credit) a letter of credit commission in the currency in which that Letter of Credit is denominated, at the relevant L/C Commission Rate on the maximum actual and contingent liabilities of the Lenders under the relevant Letter of Credit.
Such letter of credit commission shall be paid in arrears in respect of each successive period of three Months (or such shorter period as shall end on the relevant Expiry Date) which begins during the Term of the relevant Letter of Credit, the first such payment to be made on the date falling three Months after the Utilisation Date for such Letter of Credit and thereafter on the last day of each such three Month period (or, in each case where such date does not fall on a Business Day, the next Business Day) and the last such payment shall be made on the relevant Expiry Date.
DEFAULT INTEREST
Default Interest
If any Borrower fails to pay any amount payable by it under a Finance Document on its due date or if any sum due and payable by the Obligor under any judgement of any court in connection with any Finance Document is not paid on the date of such judgement, interest shall accrue daily on the overdue amount from the due date up to
the date of actual payment (both before and after judgment) of the full outstanding amount (to the satisfaction of the Lenders, acting reasonably) at a rate per annum which, is the aggregate of:
the external reference rate benchmark for USD as published on the following website: https://www.barclayscorporate.com/interest-rates/external-reference-rates/ (or such replacement website as the Agent may specify to the Borrower and the Lenders from time to time) (the "Rates Website") provided that if such external reference rate benchmark for USD:
is at any relevant time less than zero then it shall be deemed to be zero; and
differs from the external reference rate benchmark for USD published on the Rates Website as at the date of this agreement, then the Agent (acting on the instructions of the Majority Lenders) may, with the prior consent of the Borrower (such consent not to be unreasonably withheld or delayed), designate a replacement reference rate;
the L/C Commission Rate (referred to in paragraph (a) of the definition of L/C Commission Rate); and
2.00 per cent. per annum;
Any interest accruing under this clause ‎6 shall be immediately payable by the Borrower on demand by the Agent.
Notification of rates of default interest

The Agent shall promptly notify the Borrower of the determination of a rate of default interest under this Agreement.

FEES
Commitment Fee
The Borrower shall pay to the Agent (for the account of each Lender) a fee in USD computed at the rate of 0.80% per annum on that Lender's Available Commitment under the Facility for the Availability Period.
The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the relevant Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender's Commitment at the time the cancellation is effective.
Arrangement Fee

The Borrower shall pay to the Agent (for the account of each Mandated Lead Arranger) an arrangement fee in the amount and at the times agreed in a Fee Letter.

Agency Fee

The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

Security Agency Fee

The Borrower shall pay to the Security Agent (for its own account) a security agency fee in the amount and at the times agreed in a Fee Letter.

BORROWER'S INDEMNITY TO THE LENDERS
Borrower's Indemnity to Lenders
The Borrower shall irrevocably and unconditionally as a primary obligation indemnify (within three Business Days of demand by the Agent) each Finance Party against:
any sum paid or due and payable by such Finance Party in accordance with the terms of any Letter of Credit; and
all liabilities, costs (including, without limitation, any costs incurred in funding any amount which falls due from such Finance Party in connection with such Letter of Credit), claims, losses and reasonable expenses which such Finance Party may at any time incur or sustain in connection with any Letter of Credit (other than as a result of the gross negligence or wilful misconduct of such Finance Party).
The Borrower waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to enforce any Transaction Security (if applicable) before claiming from the Borrower under this clause ‎8. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.
The Borrower shall irrevocably and unconditionally as a primary obligation indemnify (within three Business Days of demand by the Agent) the Agent in connection with all liabilities, costs, claims, losses and reasonable expenses which the Agent may at any time incur or sustain in connection with assessing the validity of any claim under a Letter of Credit, acting in its sole discretion
Preservation of Rights
Neither the obligations of the Borrower set out in this clause ‎8 nor the rights, powers and remedies conferred on any Lender by this agreement or by law shall be discharged, impaired or otherwise affected by:
the winding-up, dissolution, administration or re-organisation of any Lender or any other person or any change in its status, function, control or ownership;
any of the obligations of any Lender or any other person hereunder or under any Letter of Credit or under any other security taken in respect of the Borrower's obligations hereunder or otherwise in connection with a Letter of Credit being or becoming illegal, invalid, unenforceable or ineffective in any respect;
time or other indulgence being granted or agreed to be granted to any Lender or any other person in respect of its obligations hereunder or under or in connection with a Letter of Credit or under any such other security;
any amendment to, or any variation, waiver or release of, any obligation of any Lender or any other person under a Letter of Credit or this agreement; or
any other act, event or omission which, but for this clause ‎8, might operate to discharge, impair or otherwise affect any of the obligations of the Borrower set
out in this clause ‎8 or any of the rights, powers or remedies conferred upon any Lender by this agreement or by law.
The obligations of the Borrower set out in this clause ‎8 shall be in addition to and independent of every other security which any Lender may at any time hold in respect of the Borrower's obligations hereunder.
Settlement Conditional

Any settlement or discharge between the Borrower and the Agent or any Lender shall be conditional upon no security or payment to the Agent or such Lender by the Borrower, or any other person on behalf of the Borrower, being avoided or reduced by virtue of any laws relating to bankruptcy, insolvency, liquidation or similar laws of general application and, if any such security or payment is so avoided or reduced, the Agent or such Lender shall be entitled to recover the value or amount of such security or payment from the Borrower subsequently as if such settlement or discharge had not occurred.

Right to make Payments under Letters of Credit

The Agent shall be entitled to make any payment in accordance with the terms of the relevant Letter of Credit without any reference to or further authority from the Borrower or any other investigation or enquiry. The Borrower irrevocably authorises the Agent to comply with any demand under a Letter of Credit which is valid on its face.

TAX GROSS UP AND INDEMNITIES
Definitions
In this agreement:

"Borrower's Tax Jurisdiction" means the jurisdiction in which the Borrower is incorporated;

"CTA" means the Corporation Tax Act 2009;

"Exempt Lender" means a Lender which is able (otherwise than by reason of being a Treaty Lender) under the domestic law of the Borrower's Tax Jurisdiction to receive interest free of any withholding or deduction for or on account of tax imposed by the Borrower's Tax Jurisdiction;

"New Lender" has the meaning given to that term in clause ‎20 (Changes to the Lenders);

"Protected Party" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document;

"Qualifying Lender" means:

an Exempt Lender; or
a Treaty Lender;

"Tax Credit" means a credit against, relief or remission for, or repayment of any Tax;

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction;

"Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under clause ‎9.2 (Tax gross-up) or a payment under clause ‎9.3 (Tax indemnity);

"Treaty Lender" means a Lender which:

is treated as a resident of a Treaty State for the purposes of the Treaty; and
does not carry on a business in the United Kingdom through a permanent establishment with which that Lender's participation in the Facility is effectively connected; and
fulfils all the requirements of the Treaty which relate to the Lender in order for payments to be made without a Tax Deduction, except that for this purpose it shall be assumed that the following are satisfied:
any condition which relates (expressly or by implication) to there not being a special relationship between the Borrower and Lender or between both of them and another person, or to the amounts or terms of any Utilisation or the Finance Documents, or to any other matter that is outside the control of the Lender; and
the completion of any necessary procedural formalities;

"Treaty State" means a jurisdiction having a double taxation agreement (a "Treaty") with the Borrower's Tax Jurisdiction which makes provision for full exemption from tax imposed by the Borrower's Tax Jurisdiction on interest.

Unless a contrary indication appears, in this clause ‎9 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.
Tax gross-up
Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower.
If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:
the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or
the relevant Lender is a Treaty Lender and the Obligor making the payment could have made the payment to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below.
If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA, or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in a timely manner in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction. As soon as reasonably practicable after the date on which a Treaty Lender becomes a Party to this agreement, it will make and file an appropriate application for relief under the relevant Treaty, complete all necessary formalities and make such subsequent renewal applications as may be necessary to enable a relevant Obligor to make payments under the Finance Documents to it without a Tax Deduction and this shall equally apply where a Lender increases its participation beyond that authorised in an existing direction from H.M. Revenue & Customs.
A Treaty Lender which becomes a Party on the day on which this agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in schedule 1 (The Original Lenders); and
a New Lender that is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate or Assignment Agreement which it executes,

and, having done so, that Lender shall be under no obligation pursuant to paragraph ‎(g) above.

Tax indemnity
The Borrower shall (within five Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.
Paragraph (a) above shall not apply:
with respect to any Tax assessed on a Finance Party:
under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or
under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

to the extent a loss, liability or cost:
is compensated for by an increased payment under clause ‎9.2 (Tax gross-up);
would have been compensated for by an increased payment under clause ‎9.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of clause ‎9.2 (Tax gross-up) applied; or
relates to a FATCA Deduction required to be made by a Party.
A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.
A Protected Party shall, on receiving a payment from an Obligor under this clause ‎9.3, notify the Agent.
Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and
that Finance Party has obtained and utilised that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

Lender status confirmation
Each Lender which becomes a Party to this agreement after the date of this agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:
not a Qualifying Lender;
an Exempt Lender; or
a Treaty Lender.
If a New Lender fails to indicate its status in accordance with this clause ‎9.5 then such New Lender shall be treated for the purposes of this agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower). For the avoidance of doubt, a Transfer Certificate or an Assignment Agreement shall not be invalidated by any failure of a Lender to comply with this clause ‎9.5.
Stamp taxes

The Borrower shall pay and, within five Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document except those payable on or by reference to or in consequence of the transfer of the whole or part of the rights of a Finance Party under a Finance Document.

VAT
All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).
If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):
(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and
(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.
Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
Any reference in this clause ‎9.7 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994) .
In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.
FATCA Information
Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:
confirm to that other Party whether it is:
a FATCA Exempt Party; or
not a FATCA Exempt Party;
supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and
supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.
If a Party confirms to another Party pursuant to paragraph (a)(i)(A) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.
Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:
any law or regulation;
any fiduciary duty; or
any duty of confidentiality.
If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.
FATCA Deduction
Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Finance Parties.
INCREASED COSTS
Increased costs
Subject to clause ‎10.3 (Exceptions) the Borrower shall, within five Business Days of the later of a demand by the Agent and the provision by the Agent of the certificate referred to in clause ‎10.2(b), pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:
the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation;
compliance with any law or regulation made after the date of this agreement; or
the implementation or application of or compliance with Basel III, CRD IV or any law or regulation that implements or applies Basel III or CRD IV (whether before or after the date of this agreement and whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates) to the extent not readily calculable prior to the date of this agreement and only to the extent that the Finance Party has confirmed to the Agent and the Borrower that it is seeking to recover such Basel III and/or CRD IV costs to a similar extent from its borrowers generally where the facilities extended to such borrowers include the right for the Finance Party to recover such costs.
In this agreement "Increased Costs" means:
a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;
an additional or increased cost; or
a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document or Letter of Credit.

Increased cost claims
A Finance Party intending to make a claim pursuant to clause ‎10.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.
Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.
Exceptions
Clause ‎10.1 (Increased costs) does not apply to the extent any Increased Cost is:
attributable to a Tax Deduction required by law to be made by an Obligor;
attributable to a FATCA Deduction required to be made by a Party;
compensated for by clause ‎9.3 (Tax indemnity) (or would have been compensated for under clause ‎9.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in clause ‎9.3(b) of clause ‎9.3 (Tax indemnity) applied);
compensated for by clause ‎9.6 (Stamp taxes) or clause ‎9.7 (VAT) (or would have been compensated under the relevant clause but was not so compensated solely because one of the exclusions set out therein apply);
attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation;
attributable to the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this agreement (but excluding any amendment arising out of Basel III) ("Basel II") or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates); or
attributable to the appointment of an Affiliate of the resigning Agent or Security Agent where that Affiliate is acting through an office in Ireland pursuant to clause ‎22.12(a) (Resignation of the Agent) or clause ‎23.12(a) (Resignation of the Security Agent).
In this clause ‎10.3, a reference to a "Tax Deduction" has the same meaning given to the term in clause ‎9.1 (Definitions).
OTHER INDEMNITIES
Currency Indemnity
If any sum due from an Obligor under the Finance Documents (a "Sum") or any order, judgment or award given or made in relation to a Sum has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:
making or filing a claim or proof against that Obligor;
obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within five Business Days of demand, indemnify each Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (a) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (b) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.
Other indemnities

The Borrower shall (or shall procure that an Obligor will), within five Business Days of demand, indemnify each Finance Party against any reasonable cost, loss or liability incurred by that Finance Party as a result of:

the occurrence of any Event of Default;
a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any reasonable cost, loss or liability arising as a result of clause ‎25 (Sharing among the Finance Parties), other than in respect of any costs or losses associated with the time value of money or loss of opportunity in respect of any Unpaid Sum;
funding or making arrangements to fund, its participation in a Utilisation requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this agreement (other than by reason of default or negligence by that Finance Party alone);
issuing or making arrangements to issue a Letter of Credit requested by the Borrower in a Utilisation Request but not issued by reason of the operation of any one or more of the provisions of this agreement (other than by reason of default or negligence by that Finance Party alone); or
a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the Borrower.
Indemnity to the Agent

The Borrower shall promptly indemnify the Agent against any reasonable cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

investigating any event which it reasonably believes is a Default;
acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this agreement.
Indemnity to the Security Agent
The Borrower shall (or shall procure that an Obligor will) promptly indemnify the Security Agent and every Receiver and Delegate against any reasonable cost, loss or liability incurred by any of them (acting reasonably) as a result of:
any failure by the Borrower to comply with its obligations under clause ‎13 (Costs and expenses);
acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
the taking, holding, protection or enforcement of the Transaction Security in accordance with the terms of the Finance Documents;
the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or
acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Charged Property (otherwise, in each case, than by reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).
The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this clause ‎11.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.
MITIGATION BY THE LENDERS
Mitigation
Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any Facility ceasing to be available or any amount becoming payable under or pursuant to, or cancelled pursuant to, any of clause ‎4.1 (Illegality), clause ‎9 (Tax gross-up and indemnities) or clause ‎10 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.
Paragraph ‎(a) above does not in any way limit the obligations of any Obligor under the Finance Documents.
Limitation of liability
The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under clause ‎12.1 (Mitigation).
A Finance Party is not obliged to take any steps under clause ‎12.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.
COSTS AND EXPENSES
Transaction expenses

The Borrower shall promptly on demand pay the Agent, each Mandated Lead Arranger and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution syndication and perfection of:

this agreement and any other documents referred to in this agreement and the Transaction Security Documents; and
any other Finance Documents executed after the date of this agreement.
Amendment costs

If:

an Obligor requests an amendment, waiver or consent; or
an amendment is required pursuant to clause ‎26.9 (Change of currency),

the Borrower shall, within five Business Days of demand, reimburse each of the Agent and Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent and the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

Security Agent's management time and additional remuneration
Any amount payable to the Security Agent under clause ‎11.4 (Indemnity to the Security Agent) and this clause ‎13 shall include the cost of utilising the Security Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Borrower and the Lenders, and is in addition to any other fee paid or payable to the Security Agent.
Without prejudice to ‎(a) above, in the event of:
a Default; or
the Security Agent considering it necessary or expedient; or
the Security Agent being requested by an Obligor or the Majority Lenders to undertake duties which the Security Agent and the Borrower agree (each acting reasonably) to be of an exceptional nature and/or outside the scope of the normal duties of the Security Agent under the Finance Documents,

the Borrower shall pay to the Security Agent any additional remuneration that may be agreed between them or determined pursuant to paragraph ‎(c) below.

If the Security Agent and the Borrower fail to agree upon the nature of the duties or upon any additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances, that dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Borrower or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding upon the parties to this agreement.
Enforcement costs

The Borrower shall, within five Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document and the Transaction Security and any proceedings constituted by or against any Lender as a consequence of taking or holding the Transaction Security or enforcing these rights, or the investigation of any event or circumstance it reasonably believes is a Default.

GUARANTEE AND INDEMNITY
Guarantee and indemnity

Each Guarantor irrevocably and unconditionally:

guarantees to each Finance Party punctual performance by the Borrower of all the Borrower's obligations under the Finance Documents;
undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and
agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this clause ‎14 if the amount claimed had been recoverable on the basis of a guarantee.
Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this clause ‎14. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and
hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this clause ‎14.
Deferral of Guarantor's rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent (or, as the case may be, the Security Agent) otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this clause ‎14:

to be indemnified by an Obligor;
to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;
to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;
to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under clause ‎14.1 (Guarantee and Indemnity);
to exercise any right of set-off against any Obligor; and/or
to claim or prove as a creditor of any Obligor in competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with clause ‎26 (Payment mechanics).

Release of Guarantors' right of contribution

If any Guarantor (a "Retiring Guarantor") ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and
each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.
Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this clause ‎15 to each Finance Party on the date of this agreement.

Status
It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.
It has the power to own its assets and carry on its business as it is being conducted.
Binding Obligations

The obligations expressed to be assumed by it in the Finance Documents are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to paragraph ‎3 of part 1 of ‎Schedule 2 (Conditions Precedent to Initial Utilisation) or clause ‎21 (Changes to the Obligors), legal, valid, binding and enforceable obligations and each Transaction Security Document to which it is a party creates the security interests which that Transaction Security Document purports to create and those security interests are valid and effective.

Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents and the granting of the Transaction Security do not and will not conflict with:

any law or regulation applicable to it;
its constitutional documents; or
any agreement or instrument binding upon it or any of its assets.
Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

Validity and admissibility in evidence

All Authorisations required:

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party;
to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and
to enable it to create the Security to be created by it pursuant to any Transaction Security Document and to ensure that such Security has the priority and ranking it is expressed to have,

have been obtained or effected and are in full force and effect save, in relation to the Transaction Security Documents, for the Perfection Requirements.

Governing law and enforcement
The choice of English law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation.
Any judgment obtained in England in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.
Insolvency

No Obligor has taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened against any Obligor for its winding-up, dissolution, administration or re-organisation (whether by voluntary arrangement, scheme of arrangement or otherwise) or for the appointment of a receiver, administrator, administrative receiver, conservator, custodian or similar officer of it or of all or any of its assets or revenues.

Deduction of Tax

It is not required to make any Tax Deduction (as defined in clause ‎9.1 (Definitions)) from any payment it may make under any Finance Document to a Lender which is:

an Exempt Lender; or
a Treaty Lender and the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488).
No Filing or stamp taxes

Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax (except any such tax as may be payable on or by reference

to or in consequence of the transfer of the whole or part of the rights of a Finance Party under a Finance Document) be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, except the registration of particulars of the Account Charge at Companies House in England and Wales and payment of associated fees.

No default
No Event of Default is continuing or could reasonably be expected to result from the making of any Utilisation.
No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject, and which has or could reasonably be expected to have a Material Adverse Effect.
No Misleading Information
Any written information provided by any Obligor to a Finance Party which is factual was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated and is not misleading in any material respect.
All financial projections so supplied have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.
Security and Financial Indebtedness
No Security or Quasi-Security exists over all or any of the present or future assets of any member of the Group other than as permitted by this agreement.
No member of the Group has any Financial Indebtedness outstanding other than any Permitted Financial Indebtedness.
Financial statements
Its Original Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.
Its Original Financial Statements fairly present its financial condition as of the date thereof and the results of its operations (or, in the case of the Original Guarantor, the operations of the Group) for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.
Other than as disclosed in writing to the Agent by or on behalf of the Obligors on or before the date of this agreement, there has been no material adverse change in the business or financial condition of the Group taken as a whole since the date at which its most recent audited financial statements were stated to be prepared.
Pari passu ranking
Subject to the Perfection Requirements, each Transaction Security Document creates (or, once entered into, will create) in favour of the Security Agent for the benefit of the Finance Parties the Security which it is expressed to create with the ranking and priority it is expressed to have.
Without limiting the generality of paragraph (a) above, its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally or, in respect of any Insurance Subsidiary, obligations mandatorily preferred by law applying to (re)insurance companies generally.
No proceedings pending or threatened
No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, could reasonably be expected to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.
No judgment or order of a court, arbitral body or agency which could reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief) been made against it or any of its Subsidiaries.
Ownership of Obligors

Except in the case of the Original Guarantor, it is a wholly-owned Subsidiary of the Parent and its entire issued share capital is legally and beneficially wholly owned and controlled, directly or indirectly, by the Parent.

Sanctions
Neither it nor any of its Subsidiaries, nor any of its or its Subsidiaries' directors, officers, employees, affiliates, agents or representatives:
is in violation of any Sanctions;
is a Restricted Person;
is engaging in any transaction or conduct that would be reasonably likely to result in it becoming a Restricted Person;
is subject to any on-going claim, proceeding or formal investigation in each case as notified to it with respect to Sanctions;
is engaging in any transaction that evades or avoids, or has the purpose of evading or avoiding, or breaches or attempts to breach, directly or indirectly, any Sanctions applicable to it; or
is, so far as it is aware, engaging, directly or indirectly, in any trade, business or other activities with or for the benefit of any Restricted Person in any manner that could reasonably be expected to result in the violation of applicable Sanctions by any person.
No Utilisation, nor the proceeds from any Utilisation, has been used, directly or indirectly, to lend, contribute, provide or has otherwise been made to fund or finance any business activities or transactions:
of or with a Restricted Person, where such business activities or transactions could reasonably be expected to result in the violation of applicable Sanctions by any person; or
in any other manner which would result in the Obligors or any member of the Group or any Finance Party being in breach of any Sanctions or becoming a Restricted Person.
Any provision of this clause 15.17 shall not apply to any person if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom (the "Blocking Regulation") (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom). For the avoidance of any doubt, nothing in this clause 15.17 is intended or should be interpreted or construed, as inducing any party to act in a manner that would be in breach of any provision of the Blocking Regulation.

In connection with any amendment, waiver, determination or direction relating to any part of clause 15.17 of which a Finance Party does not have the benefit, the Commitments of that Finance Party will be disregarded for all purposes when determining whether the consent of the Majority Lenders (or such other applicable quorum) has been obtained or whether the determination or direction by the Majority Lenders (or such other applicable quorum) has been made.

Repetition of Representations

The Repeating Representations shall be deemed to be repeated by the relevant Obligor by reference to the facts and circumstances then existing on:

the date of each Utilisation Request, the Commencement Date of each Letter of Credit and every six Months after that date until the Expiry Date of that Letter of Credit; and
in the case of an Additional Guarantor, the day on which it becomes (or it is proposed that it becomes) an Additional Guarantor.
INFORMATION UNDERTAKINGS

The undertakings in this clause ‎16 remain in force from the date of this agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

Annual Statements

The Borrower shall supply to the Agent in sufficient copies for all the Lenders as soon as the same become available, but in any event within 180 days after the end of each financial year, the audited financial statements of each Obligor for that financial year;

Quarterly Management Accounts

Each Obligor shall supply to the Agent in sufficient copies for all the Lenders as soon as the same becomes available, but in any event within 60 days after the end of each financial quarter the unaudited, consolidated balance sheet and profit and loss account and a cash flow statement, of each Obligor for the first three quarters of the financial year.

Reporting for the Managed Syndicate
The Borrower shall deliver to the Agent as soon as the same become available, but in any event:
within 180 days after the end of each year of account of the Managed Syndicate, the audited annual reports and accounts in respect of the Managed Syndicate;
on or before the date prescribed by the Council of Lloyd's with respect to the preparation and despatch thereof, the annual business plan then prepared in respect of the Managed Syndicate (including details of the capital stack and reinsurance layers) and (if separate) the Realistic Disaster Scenario relating thereto and (if separate) the reinsurance resume for the Managed Syndicate (provided that in respect of the reinsurance resume for the Managed Syndicate prepared in respect of the 2026 year of account, the Borrower shall only be obliged to provide a high level schematic of the 2026 outwards reinsurance programme within 60 days of the year ending 31 December 2025);
within ten Business Days of receipt from Lloyd's, the Annual CIL Statement; and
within:

(A) 60 days after (i) the first, second and third financial quarters (of each financial year), the quarterly balance sheet and profit and loss account (including, as applicable, any flash reports and QMA Delta) of the Managed Syndicate and (ii) the end of first financial half year (of each financial year), the cashflow statement of the Managed Syndicate;

(B) 90 days after (i) the fourth financial quarter (of each financial year), the quarterly balance sheet and profit and loss account (including, as applicable, any flash reports and QMA Delta) of the Managed Syndicate and (ii) the end of second financial half year (of each financial year), the cashflow statement of the Managed Syndicate; and

(C) 90 days after the end of each half-year of account of the Managed Syndicate, the interim reports and accounts in respect of the Managed Syndicate.

The Borrower shall promptly and in any event within ten Business Days of receipt of, or becoming aware of the same:
deliver to the Agent copies of all quarterly statements/quarterly corridor tests and Overdue Notices (as defined or referenced in the M&URs) received from Lloyd's from time to time in relation to the Borrower;
notify (and provide details to) the Agent if the value of the Funds at Lloyd's of the Borrower falls below 90 per cent. or exceeds 110 per cent. of the Adjusted ECA (as defined in the M&URs); and
notify the Agent of any major solvency event (being an event, or series of events, that has a material impact on the level of the Borrower's solvency) and deliver to the Agent the results of any Capital Test (as defined or referenced in the M&URs) performed in relation to the Borrower as a result thereof.
Compliance Certificates
The Borrower shall supply to the Agent, with each set of financial statements delivered pursuant to clause 16.1 (Annual Statements) and clause ‎16.2 (Quarterly Management Accounts), a Compliance Certificate setting out (in reasonable detail) computations as
to compliance with clause ‎17 (Financial Condition) as at the date as at which those financial statements were drawn up.
Each Compliance Certificate shall be signed by two directors of the Borrower.
Requirements as to financial statements

Unless otherwise agreed by the Majority Lenders, the Borrower and the Parent (as applicable) shall procure that each set of financial statements delivered pursuant to clause 16 is prepared using accounting practices and financial reference periods consistent with those applied in the preparation of the audited financial statements for the financial year ended 31 December 2024, taking into account any adjustments for the adoption of FRS 102 standards in respect of lease accounting requirements by the Borrower and the Parent in 2025 (the "Benchmark Financial Statements"), for that company unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in such accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the relevant company or, where the relevant set of financial statements delivered are not audited financial statements, the relevant company) deliver to the Agent:

a description of any change necessary for those financial statements to reflect the accounting practices and reference periods upon which such company's Benchmark Financial Statements were prepared; and
sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 17 (Financial Condition) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that company's Benchmark Financial Statements,

Information: miscellaneous
The Borrower (or the Original Guarantor) shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):
all documents dispatched by the Parent to its creditors generally at the same time as they are dispatched;
all ad hoc or exceptional financial reports dispatched by or on behalf of any Obligor to Lloyd's, the FCA, the PRA, any other regulator or any Government Authority;
promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings (other than in the ordinary course of business) which are current, threatened or pending against the Parent or any member of the Group, and which, if adversely determined, could reasonably be expected to have a Material Adverse Effect;
promptly upon it becoming aware of them, the details of any threatened regulatory intervention by Lloyd's and/or the FCA and/or the PRA in respect of the Parent or the Group and/or the Managed Syndicate which are likely to be adversely determined and/or made and which, if adversely determined and/or
made, would have a Material Adverse Effect on the business or financial condition of the Parent or the Group and/or the Managed Syndicate;
promptly, such information as the Security Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Transaction Security Documents.
The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests) promptly, a copy of any demand made by Lloyd's of the Borrower for the payment of FAL.
Each Obligor shall from time to time promptly on the request of the Agent, furnish the Agent with such information about the business (including in respect of FAL) and financial condition of the Group, and the LB2 Cell and the QS Reinsurance Agreement, as any Finance Party (through the Agent) may reasonably require.
Notification of default
Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).
Promptly upon a request by the Agent, the Borrower or the Parent (as applicable) shall supply to the Agent a certificate signed by two of its directors on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).
Use of websites
The Borrower may satisfy its obligation under this agreement to deliver any information in relation to those Lenders (the "Website Lenders") who accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Agent (the "Designated Website") if:
the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;
both the Borrower and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and
the information is in a format previously agreed between the Borrower and the Agent.
If any Lender (a "Paper Form Lender") does not agree to the delivery of information electronically then the Agent shall notify the Borrower accordingly and the Borrower shall supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Borrower shall supply the Agent with at least one copy in paper form of any information required to be provided by it.
The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Agent.
The Borrower shall promptly upon becoming aware of its occurrence notify the Agent if:
the Designated Website cannot be accessed due to technical failure;
the password specifications for the Designated Website change;
any new information which is required to be provided under this agreement is posted onto the Designated Website;
any existing information which has been provided under this agreement and posted onto the Designated Website is amended; or
the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.
If the Borrower notifies the Agent under paragraph (d)(i) or paragraph (d)(v) above, all information to be provided by the Borrower under this agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.
Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this agreement which is posted onto the Designated Website. The Borrower shall comply with any such request within ten Business Days.
Lloyd's Syndicate Accounting Rules

The Borrower shall ensure that:

each annual report in respect of the Managed Syndicate delivered pursuant to clause ‎16.3 (Reporting for the Managed Syndicate) is prepared in accordance with Lloyd's syndicate accounting rules applicable at the relevant time;
there is attached to every such annual report a Managing Agent's report and underwriter's report (or, if applicable, a combined report), each prepared in accordance with the Lloyd's syndicate accounting rules applicable at the relevant time.
"Know your customer" checks
If:
the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this agreement;
any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this agreement; or
a proposed assignment or transfer by a Lender of any of its rights and obligations under this agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of paragraph ‎(iii) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably

requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph ‎(iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph ‎(iii) above, any prospective new Lender to carry out and be satisfied it has complied with:

all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents; and
any anti-money laundering or anti-terrorism financing laws and regulations applicable to the Agent or any Lender.
Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
The Borrower shall, by not less than ten Business Days' prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Guarantor pursuant to clause ‎21 (Changes to the Obligors).
Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Guarantor obliges the Agent or any Lender to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this agreement as an Additional Guarantor.
FINANCIAL CONDITION
Financial Condition
The Original Guarantor shall ensure, that at all times, from the date of this agreement until and including 30 December 2025:
the ratio of Total Debt to Total Capitalisation shall be no greater than 0.45:1.00.
Consolidated Tangible Net Worth is not less than Minimum Tangible Net Worth.
The Original Guarantor shall ensure, that at all times, on or after 31 December 2025:
the ratio of Total Debt to Total Capitalisation shall be no greater than 0.45:1.00.
Consolidated Tangible Net Worth is not less than Minimum Tangible Net Worth.
Primary FAL of the Borrower (less any amounts designated to support Solvency Deficits) shall be not less than 55 per cent of Adjusted ECA of the Borrower.
Own FAL of the Borrower shall not be less than 50 per cent of the Adjusted ECA of the Borrower.
Financial Definitions

In this agreement the following words and expressions and abbreviations have the following meanings, unless the context otherwise requires:

"Consolidated Net Income" means for any period, the "profit after tax" line item as set out in the financial statements or management accounts of the Original Guarantor and its Subsidiaries determined on a consolidated basis, on the basis of GAAP;

"Consolidated Net Worth" means at any time, the "Total shareholder's equity" line item as set out in the financial statements or management accounts of each member of the Group, as applicable;

"Consolidated Tangible Net Worth" means, at any time, the "Total shareholder's equity" line item as set out in the financial statements or management accounts of each member of the Group, as applicable, after deducting (to the extent included) any amount shown in respect of goodwill (including goodwill arising only on consolidation) or other intangible assets of the Group and interests of non-Group members in Group subsidiaries (as set out in the most recent financial statements) and so that no amount shall be included or excluded more than once;

"Minimum Tangible Net Worth" means:

$725,000,000 on 30 September 2025; and
$800,000,000 on 31 December 2025,

and will increase quarterly thereafter by an amount equal to:

50 per cent of any Net Equity Proceeds; and
50 per cent of any Consolidated Net Income (if positive);

calculated in respect of any financial statements of the Guarantor delivered to the Agent pursuant to clause ‎16.2 (Quarterly Financial Statements) after 31 December 2025;

"Net Equity Proceeds" means with respect to:

the issuance or sale of common and preferred shares that the Guarantor is authorised to issue; and/or
the issuance of any subordinated shareholder funding;

the cash proceeds of such issuance or sale net of legal fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of Taxes paid or payable as a result of such issuance or sale;

Total Capitalisation means the aggregate of:

Consolidated Net Worth; and
Total Debt;

"Total Debt" means, at any time, the aggregate outstanding principal or capital amount of:

all Financial Indebtedness of the Group calculated on a consolidated basis; and
all letters of credit, including those Letters of Credit issued under this Facility;

except that without double counting:

in the case of any finance lease only the capitalised value of that finance lease shall be included; and
in the case of any guarantee referred to in the definition of Financial Indebtedness in clause 1.1 (Definitions), the amount of that guarantee shall not be included, to the extent it relates to indebtedness of another member of the Group already included in the calculation of Total Debt; and
Financial Testing

The financial covenants set out in this clause 17 shall be tested by reference to each of the annual audited financial statements, the unaudited consolidated interim financial statements and/or each Compliance Certificate delivered pursuant to clause ‎16 (Information Undertakings).

Accounting Terms

All accounting expressions which are not otherwise defined herein shall be construed in accordance with GAAP.

GENERAL UNDERTAKINGS

The undertakings in this clause ‎18 remain in force from the date of this agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

Authorisations
Each Obligor shall promptly:
obtain, comply with and do all that is necessary to maintain in full force and effect; and
supply certified copies to the Agent of,

any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

The relevant Obligor shall promptly make the registrations and comply with the other requirements specified in the Perfection Requirements.
Compliance with laws

Each Obligor shall comply in all respects with all laws to which it may be subject (including, without limitation, under the Financial Services and Markets Act 2000 (and related subordinate legislation), the Lloyd's Acts 1871 to 1982, the Lloyd's Sourcebook Instrument 2001 and the PRA Rulebook (as amended from time to time) and any conditions or requirements prescribed

under any applicable Acts, Byelaws and regulations), if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents.

Funds at Lloyd's compliance
The Borrower shall procure that:
all of its Funds at Lloyd's complies with the Acceptable Asset Rules; and
if there is at any time a shortfall in its Funds at Lloyd's, such shortfall is promptly remedied in accordance with the applicable Membership Byelaws and rules and regulations as may be issued by Lloyd's from time to time.
The Borrower shall use all reasonable endeavours to procure that:
its Funds at Lloyd's shall be revalued by Lloyd's and in accordance with Lloyd's usual practice; and
its Funds at Lloyd's are applied in the manner described in clause ‎2.5 (Ranking and Application of Funds at Lloyd's).
Claims Pari Passu

Each Obligor shall ensure that at all times the claims of the Finance Parties against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors save those whose claims are preferred by any bankruptcy, insolvency, liquidation or other similar laws of general application applying to companies generally.

Negative Pledge

In this clause ‎18.5, "Quasi-Security" means an arrangement or transaction described in paragraph (b) below.

No Obligor shall (and the Parent shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
No Obligor shall (and the Parent shall ensure that no other member of the Group will):
sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
sell, transfer or otherwise dispose of any of its receivables on recourse terms;
enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

Paragraphs (a) and (b) above do not apply to:
the Security or Quasi-Security entered into pursuant to any Finance Document;
any Security or Quasi-Security granted or entered into under or in connection with derivative contracts in the ordinary course of business;
any secured or collateralised reinsurance obligations, whether or not due or owed as at the date of this agreement;
any Security in relation to taxes, assessments or governmental charges or levies on the Obligors or any member of the Group's assets, to the extent that:
such taxes, assessments, charges or levies are being contested by the Obligors or member of the Group (as applicable) in good faith and in accordance with the relevant procedures;
such taxes, assessments, charges or levies have been disclosed in the Obligor's or member of the Group's financial statements and for which adequate reserves are being maintained in relation thereto in accordance with GAAP; and
payment can be lawfully withheld and will not result in the imposition of any penalty nor in any Security ranking in priority to the claims of any Finance Party under any Finance Document;
any Security arising out of pledges or deposits under worker's compensation, unemployment insurance, old age pensions, or other social security or retirement benefits, laws or regulations or similar legislation or regulations;
utility easements, building restrictions and other equivalent encumbrances or charges against real property which do not in any material way affect the marketability of such property or interfere with the use thereof in the business of the Obligors or the Group, in each case incurred in the ordinary course of trading;
the following Security or Quasi-Security:
stock loans, repurchase agreements and reverse repurchase agreements; buy/sell agreements, prime brokerage agreements, credit support annexes and pledge and security agreements;
collateralisation or margin obligations whether to third parties or to exchanges;
Security or Quasi-Security in respect of assets or rights where such assets or rights are inherent in, and arise or are created as part of a structured finance, funding, financing or liquidity transaction, payment undertaking arrangement, credit enhancement or derivative transaction; and
deposits, pledges or trusts with or for the benefit of ceding parties or insurance regulators,

provided that such Security or Quasi-Security is incurred in the ordinary course of trading;

any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to the Obligors or member of the Group in the ordinary course of trading and on the supplier's standard or usual terms and not arising as a result of any default or omission by any member of the Group, in each case, in respect of ordinary trade debts;
other Security or Quasi-Security securing Financial Indebtedness in an aggregate amount not to exceed $5,000,000;
any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances or reinsurance activities;
any lien arising by operation of law and in the ordinary course of trading;
any Security over or affecting (or transaction ("Quasi-Security") described in paragraph (b) above affecting) any asset acquired by a member of the Group after the date of this agreement if:
the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group;
the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and
the Security or Quasi-Security is removed or discharged within six Months of the date of acquisition of such asset provided that the provisions of this sub paragraph (C) shall not apply where the Borrower demonstrates to the satisfaction of the Agent (acting reasonably) that it would be uneconomic to discharge that Security or Quasi-Security;
any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group, if:
the Security or Quasi-Security was not created in contemplation of the acquisition of that company;
the principal amount secured has not increased in contemplation of or since the acquisition of that company; and
the Security or Quasi-Security is removed or discharged within six Months of that company becoming a member of the Group provided that the provisions of this sub paragraph (C) shall not apply where the Borrower demonstrates to the satisfaction of the Agent (acting reasonably) that it would be uneconomic to discharge that Security or Quasi-Security;
any title transfer or retention of title arrangement entered into by any member of the Group in the normal course of its trading activities on the counterparty's standard or usual terms;
any Security or Quasi-Security granted with the prior consent of the Majority Lenders;
any Security or Quasi-Security created to secure obligations arising from state insurance department guarantee funds and other regulatory requirements or any insurance or reinsurance policy or agreement;
any extension, replacement or renewal of any Security or Quasi-Security referred to in the foregoing paragraphs (i) to (xvi) provided that the indebtedness secured by such Security or Quasi-Security is not increased from the amount originally secured and such extension, replacement or renewal shall be limited to all or a part of the same asset that was being secured by the Security or Quasi-Security renewed, replaced or extended;
any Security or Quasi-Security granted or subsisting under any deed or agreement required by Lloyd's to be entered into by or on behalf of any member of the Group in connection with the insurance business at Lloyd's of the Borrower;
any Security or Quasi-Security over a cash or securities collateral account relating to Permitted Financial Indebtedness under paragraphs (a) (to the extent such Security or Quasi-Security relates to a cash or securities collateral account held by the members of the Managed Syndicate in their capacity as members thereof, represented by the managing agent of the Managed Syndicate), (h) and (i) of the definition of Permitted Financial Indebtedness; or
any Security or Quasi-Security granted over any vehicle under or pursuant to any EV Leasing Scheme.
Indebtedness

No Obligor shall (and the Parent shall ensure that no other member of the Group will), incur or permit to subsist any Financial Indebtedness, other than Permitted Financial Indebtedness.

Loans and Guarantees

No Obligor shall make any loans, grant any credit (other than for premium in the ordinary course of business) or give any guarantee or indemnity (other than by way of insurance in the ordinary course of business) to or for the benefit of any person (other than an Obligor) or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person in connection with its membership of the Managed Syndicate, except for:

any Permitted Financial Indebtedness;
any indemnities provided to its suppliers in the ordinary course of business;
any loans required to be made by the Managed Syndicate to the Lloyd's Central Fund under the New Central Fund Byelaw (No. 23 of 1996); and
any loans, guarantee or indemnities provided by any Obligor to the trustees of the Managed Syndicate upon the terms set out in the applicable Lloyd's Premiums Trust Deed.
Disposals
No Obligor shall (and the Parent shall ensure that no other member of the Group will), enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of any asset.
Paragraph (a) does not apply to any sale, lease, transfer or other disposal by a member of the Group:
made to another member of the Group;
made in the ordinary course of business of the disposing entity;
of obsolete assets for cash;
of assets in exchange for other assets comparable or superior as to type, value and quality;
made with the prior consent of the Majority Lenders (such consent not to be unreasonably withheld or delayed);
made in relation to any EV Leasing Scheme; or
of assets where the book value (when aggregated with the book value of all other tangible assets sold, leased, transferred or otherwise disused of in the same financial year) does not exceed $5,000,000 (or its equivalent in another currency or currencies).
Acquisitions

No Obligor shall:

acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or
incorporate a company,

other than in accordance with the ordinary course of business.

Joint Ventures

No Obligor shall:

enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any joint venture; or
transfer any assets or lend to or guarantee or give an indemnity for or give Security for the obligations of a joint venture or maintain the solvency of or provide working capital to any joint venture (or agree to do any of the foregoing).

other than in accordance with the ordinary course of business.

Change of business
The Borrower shall not undertake any business or activity other than insurance business at Lloyd's as a Member of the Managed Syndicate.
The Parent shall procure that no substantial change is made to the general nature of the business of each other Obligor from that carried on at the date of this agreement and that no material business acquisition is made outside of the insurance sector by any member of the Group, save to the extent that such acquisition reasonably can be considered related to the insurance business of the Group.
For the avoidance of doubt, the entry into new lines of insurance and reinsurance businesses shall not be a substantial change to the general nature of its business activities for the purposes of this clause.
Insurance and Reinsurance

Each Obligor shall (and the Parent shall ensure that each other member of the Group will) maintain insurance (other than and in addition to any reinsurance in respect of such members' underwriting business) on and in relation to its business and assets against those risks and to such extent as is usual for companies carrying on the same or substantially similar business in the same or similar location with any reputable underwriters or reputable insurance company.

Further Assurance
Each Obligor shall at its own expense promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):
to perfect the Security created or intended to be created under or evidenced by the Transaction Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law;
to confer on the Security Agent or confer on the Finance Parties' Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Transaction Security Documents; and/or
to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.
Each Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents.
Ownership of Obligors

The Parent shall ensure that the Borrower and each Obligor (other than the Original Guarantor) is and remains, directly or indirectly, a wholly-owned Subsidiary of the Original Guarantor.

Application of Funds at Lloyd's and Cash Calls
The Borrower shall use all reasonable endeavours (including, without limitation, by taking all such procedural and administrative action required by Lloyd's and procuring that all such procedural and administrative action required by Lloyd's is taken by the Managing Agent) to ensure that the Funds at Lloyd's of the Borrower is applied in the manner described in clause ‎2.5 (Ranking and Application of Funds at Lloyd's).
The Parent shall procure that the Managing Agent shall make a request for funds of the Borrower in its capacity as a member of the Managed Syndicate before applying the Funds at Lloyd's of the Borrower in the payment of any claims, expenses or outgoings made or incurred in connection with its underwriting business.
Demands for Payment of Funds at Lloyd's

The Borrower shall upon service on it, or on any member of the Group, by Lloyd's (or other the trustee for the time being of such Funds at Lloyd's) of a written demand for the payment of a sum on account of its, or any member of the Group's, Funds at Lloyd's immediately inform the Agent of such demand.

Investment Guidelines

Each Obligor shall not (and shall procure that the Managing Agent shall not), without the prior consent of the Majority Lenders, make a material change to the investment strategy of the Managed Syndicate as presented to the Agent prior to the date hereof in relation to the granting of the Facility to the Borrower.

Business Plan

The Borrower shall comply with the Business Plan in all material respects.

Authorisation by Lloyd's
The Borrower shall at all times remain duly authorised or admitted by Lloyd's as an underwriting member to underwrite business at Lloyd's.
The Managing Agent shall at all times remain duly authorised or admitted by Lloyd's as a managing agent.
Provision of Funds at Lloyd's
No Obligor shall enter into any reinsurance agreement, credit agreement or other arrangement, pursuant to which any person other than a member of the Group provides FAL ("Third Party FAL") for or on behalf of the Borrower unless it delivers to the Agent an updated Letter of Comfort (subject to the provisions of clause ‎18.27 (Conditions Subsequent) below) and a Funds at Lloyd's providers deed, each specifying that such Third Party FAL will be drawn by Lloyd's either (i) pari passu with Own FAL or (ii) immediately after Own FAL (where in each case, such Own FAL and Third Party FAL shall be drawn by Lloyds before any Letter of Credit), in form and substance satisfactory to the Majority Lenders acting reasonably.
Without limiting paragraph ‎(a) above, the Lenders have consented to the Borrower entering into the QS Reinsurance Agreement pursuant to the Borrower FAL Restructuring Amendment Agreement and in connection therewith the Borrower, the LB2 Cell and the Agent have entered into a FAL providers deed dated on or about 23 December 2024. The Borrower shall not terminate the QS Reinsurance Agreement unless the Own FAL provided or otherwise supported by the LB2 Cell is replaced by:
Own FAL provided or otherwise supported by the Borrower; or
Third Party FAL in accordance with paragraph ‎(a) above.
Taxation
Each Obligor shall pay and discharge all Taxes imposed upon within the time period allowed without incurring penalties unless and only to the extent that:
such payment is being contested in good faith;
adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Agent under clause ‎16.3 (Reporting for the Managed Syndicate); and
such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.
Each Obligor may not change its residence for Tax purposes.
Anti-corruption law
No Obligor shall (and the Borrower shall ensure that no other member of the Group will) directly or indirectly use the proceeds of the Facility for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 applicable anti-money laundering regulations or other similar legislation in other jurisdictions.
Each Obligor shall (and the Borrower shall ensure that each other member of the Group will):
conduct its businesses in compliance with applicable anti-corruption and anti-money laundering laws; and
maintain policies and procedures designed to promote and achieve compliance with such laws.
Arms' Length Basis

No Obligor shall (and the Parent shall ensure that no other member of the Group will) enter into any transaction with any person except on bona fide arms' length terms.

Sanctions
Each Obligor undertakes that it, and will procure that each of its Subsidiaries and its directors, officers, employees, affiliates, agents or representatives, is not a Restricted Person and does not act directly or indirectly on behalf of a Restricted Person in any
manner that could reasonably be expected to result in the violation of applicable Sanctions by any person.
Each Obligor shall, and shall procure that each of its Subsidiaries shall, not use any revenue or economic benefit derived from any business or transaction prohibited by Sanctions or any activity or dealing with a Restricted Person in discharging any obligation due or owing to the Lenders (including the provision of voluntary or mandatory Cash Collateral), where the use of such revenue or economic benefit could reasonably be expected to result in the violation of applicable Sanctions by any person.
Each Obligor shall, and shall procure that each of its Subsidiaries shall, to the extent permitted by law, promptly upon becoming aware of them supply to the Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority.
Each Obligor shall not and shall procure that each of its Subsidiaries shall not, directly or indirectly, use all or any part of the proceeds of the Facility to fund any trade, business or other activities:
involving, or for the benefit of, any Restricted Person, where such trade, business or other activities could reasonably be expected to result in the violation of applicable Sanctions by any person; or
that would reasonably be expected to result in an Obligor and/or a Subsidiary being in breach of any Sanctions or becoming a Restricted Person.
Each Obligor shall, and shall procure that each of its Subsidiaries shall, comply with all Sanctions to the extent applicable to it.
Each member of the Group must implement and maintain appropriate policies and procedures and ensure that appropriate controls and safeguards are in place designed to prevent any action being taken that would be contrary to this clause ‎18.24.
Any provision of this clause ‎18.24 shall not apply to any person if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom (the "Blocking Regulation") (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom). For the avoidance of any doubt, nothing in this clause ‎18.24 is intended or should be interpreted or construed, as inducing any party to act in a manner that would be in breach of any provision of the Blocking Regulation.

In connection with any amendment, waiver, determination or direction relating to any part of this clause ‎18.24 of which a Finance Party does not have the benefit, the Commitments of that Finance Party will be disregarded for all purposes when determining whether the consent of the Majority Lenders (or such other applicable quorum) has been obtained or whether the determination or direction by the Majority Lenders (or such other applicable quorum) has been made.

Substitution of Letters of Credit

Upon any Lender assigning or transferring the whole or any part of its Commitment in accordance with clause ‎20.1 (Assignments and Transfers by the Lenders) the Borrower shall,

upon five Business Days' prior notice of such assignment or transfer, use all reasonable endeavours (including, without limitation, by taking all such procedural and administrative action required by Lloyd's and procuring that all such procedural and administrative action required by Lloyd's is taken by the Managing Agent) to procure that:

Lloyd's accepts a new Letter of Credit issued by the new Lenders party to that Letter of Credit in replacement for the original Letter of Credit and such original Letter of Credit is returned to the Agent; or
Lloyd's agrees such amendments to the original Letter of Credit as may be necessary to reflect such assignment or transfer.
Merger
No Obligor shall enter into an amalgamation, demerger, merger or corporate reconstruction.
Paragraph (a) does not apply to any sale, lease, transfer or other disposal permitted pursuant to clause ‎18.8 (Disposals).
Conditions Subsequent

The Borrower shall provide:

by no later than 16 January 2026:
a Letter of Comfort setting out the intended order of application of the Funds at Lloyd’s in respect of Lloyd’s obligations allocable to each year of account of the Managed Syndicate for the time being remaining open; and
evidence of all FAL supporting the Borrower as at 31 December 2025; and
by no later than 28 November 2025, the quarterly corridor test statement of the Borrower for the fourth quarter of 2024 prepared pursuant to clause 2.5 of the M&URs.
LB2 Cell Arrangements

The Parent shall ensure that:

on the Effective Date (as defined in the Borrower FAL Restructuring Amendment Agreement), it is the sole owner of the shares in the LB2 Cell; and
on the Effective Date (as defined in the Borrower FAL Restructuring Amendment Agreement) and at all times thereafter whilst any Lender has any liabilities under a Letter of Credit, the Primary FAL held by the LB2 Cell will be deposited with Lloyd's to support and stand as FAL for the general business of the Borrower as a continuing member of the Managed Syndicate.
EVENTS OF DEFAULT

Each of the events or circumstances set out in this clause ‎19 is an Event of Default (save as for clause ‎19.21 (Acceleration and Cancellation)).

Failure to Pay

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

its failure to pay is caused by:
administrative or technical error; or
a Disruption Event; and
payment is made within three Business Days of its due date.
Financial Covenants and Other Obligations
Any requirement of clause ‎17 (Financial Condition), clause ‎16.1 (Annual Statements), clause ‎16.2 (Quarterly Financial Statements), clause ‎16.4 (Compliance Certificates) or clause ‎18.27 (Conditions Subsequent) is not satisfied.
An Obligor does not comply with any provision of any Transaction Security Document.
Other Obligations
An Obligor does not comply with any provision of the Finance Documents (other than those referred to in clause ‎19.1 (Failure to Pay) and clause ‎19.2 (Financial Covenants and other Obligations)).
No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within ten Business Days of the earlier of:
the Agent giving notice to the Borrower; and
the Borrower becoming aware of the failure to comply.
Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

Cross Default
Any Financial Indebtedness of any Obligor and/or the Managing Agent is not paid when due nor within any originally applicable grace period.
Any Financial Indebtedness of any Obligor and/or the Managing Agent is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).
Any commitment for any Financial Indebtedness of any Obligor and/or the Managing Agent is cancelled or suspended by a creditor of such Obligor and/or the Managing Agent as a result of an event of default (however described).
Any creditor of any Obligor and/or the Managing Agent becomes entitled to declare any Financial Indebtedness of any Obligor and/or the Managing Agent due and payable prior to its specified maturity as a result of an event of default (however described).
No Event of Default will occur under this clause ‎19.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than $5,000,000 (or its equivalent in any other currency or currencies).
Failure to comply with Final Judgment

An Obligor fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction within 14 days of the deadline for payment under any such judgment or order being made or given, where such failure could reasonably be expected to have a Material Adverse Effect.

Insolvency
Any Obligor and/or the Managing Agent:
is unable or admits its inability to pay its debts as they fall due;
suspends making payments on any of its debts; or
by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.
The value of the assets of any Guarantor and/or the Managing Agent is less than its liabilities (taking into account contingent and prospective liabilities).
A moratorium is declared in respect of any indebtedness of any Obligor and/or the Managing Agent.
Insolvency proceedings
Any corporate action, legal proceedings or other procedure or step is taken in relation to:
the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor and/or the Managing Agent;
a composition, compromise, assignment or arrangement with any creditor of any Obligor and/or the Managing Agent;
the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Obligor and/or the Managing Agent or any of its assets; or
enforcement of any Security over any assets of any Obligor and/or the Managing Agent,

or any analogous procedure or step is taken in any jurisdiction.

Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.
Creditors' process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of any Obligor and/or the Managing Agent and such action is not discharged within 10 days of commencement.

Cessation of business

Any Obligor suspends, ceases or threatens to suspend or cease to carry on all or a substantial part of its business.

Unlawfulness

It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective.

Repudiation and rescission of agreements

An Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or evidences an intention to rescind or repudiate a Finance Document.

Audit Qualification

The relevant Obligor's auditors qualify the audited annual financial statements of that Obligor (save for any qualification which is of a technical nature), in each case in a manner or to an extent which the Majority Lenders reasonably believe is adverse to their interests under the Finance Documents.

Material Adverse Change

Any event or circumstance occurs which the Majority Lenders reasonably believe has or is reasonably likely to have a Material Adverse Effect.

Litigation

Any litigation, arbitration, administrative or governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to the Finance Documents or the transactions contemplated by the Finance Documents or against any member of the Group or its assets which have or could reasonably be expected to have a Material Adverse Effect.

Solvency Test

The Borrower fails as a Member to maintain the members' capital resources requirement calculated by Lloyd's and notified to it in accordance with the PRA Rulebook.

Financial Services and Markets Act 2000
Lloyd's (or, where appropriate, the members of Lloyd's taken together) fails to satisfy the solvency requirements to which it is or they are subject by virtue of Part XIX of the Financial Services and Markets Act 2000, GENPRU, INSPRU (each as amended from time to time) or any other applicable statutory provision or regulatory requirement
enacted hereafter and a failure to comply with any binding requirement to rectify the position within the time period permitted for such rectification; or
The authorisation and/or permission granted to Lloyd's to carry on a regulated activity pursuant to the Financial Markets and Services Act 2000 is withdrawn, removed, revoked or cancelled by the FCA or PRA (as applicable),

which, in either such case, in the reasonable opinion of the Lenders is likely to have a Material Adverse Effect.

Modification of Lloyd's Acts, Byelaws or Trusts

Any modification, repeal, amendment, replacement or revocation of Lloyd's Acts 1871 to 1982 (as in force from time to time), any byelaw or any deed or agreement required by Lloyd's to be executed or entered into by any person in connection with insurance business at Lloyd's (whether carried on by such person or otherwise) or any trust created thereby is made or proposed which, in the reasonable opinion of the Lenders, is reasonably likely materially and adversely to affect the ability of any Obligor or the Managing Agent to perform or comply with its material obligations under the Finance Documents.

Insurers (Reorganisation and Winding Up) (Lloyd's) Regulations 2005

A "Lloyd's Market Reorganisation Order" is made by the English courts in relation to the "association of underwriters known as Lloyd's" as each of those terms is defined in the Insurers (Reorganisation and Winding Up) (Lloyd's) Regulations 2005, where a member of the Group is an "affected market participant" for the purposes of such order.

Cash Collateralisation

At any time the Borrower is obliged to provide or procure provision of and maintain Cash Collateral pursuant to any term of the Finance Documents, the Borrower fails to provide or procure provision of or maintain Cash Collateral with a value at equal to or greater than the Outstandings (or the applicable proportion thereof).

Acceleration and Cancellation

On and at any time after the occurrence of an Event of Default where such Event of Default is continuing the Agent may, and shall if so instructed by the Majority Lenders, by notice to the Borrower:

require the Borrower to procure that the liabilities of the Lenders under each Letter of Credit are promptly reduced to zero and/or to provide or procure provision of Cash Collateral for each Lender's participation in each Letter of Credit (whereupon the Borrower shall do so);
require the Borrower to use its best endeavours to procure that:
all Letters of Credit are cancelled and returned by Lloyd's to the Agent; and
in relation to any Letters of Credit which are cancelled, Lloyd's delivers written confirmation to the Agent (on behalf of the Lenders) that:
Lloyd's has not retained any copies of any Letter of Credit; and
Lloyd's no longer places any reliance on any Letter of Credit,

in form and substance reasonably satisfactory to the Agent;

declare that Cash Collateral in respect of each Letter of Credit is payable on demand at which time it shall immediately become due and payable on demand by the Agent on the instructions of the Majority Lenders;
exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents; and/or
give a Termination Notice to Lloyd's in respect of any Letter of Credit.
CHANGES TO THE LENDERS
Assignments and transfers by the Lenders

Subject to this clause ‎20, a Lender (the "Existing Lender") may:

assign any of its rights; or
transfer by novation any of its rights and obligations,

to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Lender") provided that such bank, financial institution, trust, fund or other entity is an Approved Credit Institution. Any assignment or transfer by an Existing Lender to a New Lender shall only be effective, if it transfers or assigns the Existing Lender's share of the Facility pro rata against the Existing Lender's Available Commitment and its participation in Utilisations under the Facility.

Conditions of assignment or transfer
The consent of the Borrower is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is:
to another Lender or an Affiliate of a Lender or to a Related Fund; and/or
made at a time when an Event of Default is continuing.
The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time.
The consent of the Agent is required for an assignment or transfer by an Existing Lender.
An assignment will only be effective on:
receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and
performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment
to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.
A transfer will only be effective if the procedure set out in clause ‎20.5 (Procedure for transfer) is complied with.
If:
a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under clause ‎9 (Tax gross-up and indemnities) or clause ‎10.1 (Increased costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Assignment or Transfer Fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of $3,000.

Limitation of responsibility of Existing Lenders
Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents;
the financial condition of any Obligor;
the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or
the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related
entities in connection with its participation in this agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document or the Transaction Security; and
will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
Nothing in any Finance Document obliges an Existing Lender to:
accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause ‎20; or
support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.
Procedure for transfer
Subject to the conditions set out in clause ‎20.2 (Conditions of assignment or transfer) a transfer is effected in accordance with clause ‎20.5(c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to clause ‎20.5(b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this agreement and delivered in accordance with the terms of this agreement, execute that Transfer Certificate.
The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender. Upon execution of the Transfer Certificate, the Agent may specify the Transfer Date to the Existing Lender and the New Lender provided that if it fails to do so, the Transfer Date shall be the date proposed in the Transfer Certificate, such date to be no later than the date falling five Business Days after the date on which such Transfer Certificate is delivered to the Agent. The Agent will, upon receipt of a duly executed Transfer Certificate:
advise Lloyd's that a transfer will be made in respect of such Letter of Credit on the proposed Transfer Date; and
request that Lloyd's return the relevant Letter of Credit (the "Original Letter of Credit") to the Agent on or prior to such proposed Transfer Date.
Subject to clause ‎20.10 (Pro rata interest settlement), on the Transfer Date:
the Agent shall execute the Transfer Certificate provided that, the Agent shall first have received the Original Letter of Credit from Lloyd's in accordance with paragraph (b) above or have made arrangements with Lloyd's for the exchange of the Original Letter of Credit for a new Letter of Credit (the "Replacement Letter of Credit") immediately after the transfer has become effective. The Replacement Letter of Credit shall name the New Lender as an "Issuing Bank" thereunder and shall otherwise be for the same amount and on the same terms as the Original Letter of Credit for the remainder of the Term of such Original Letter of Credit;
to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents shall be cancelled (being the "Discharged Rights and Obligations");
each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
the Agent, the Security Agent, the Mandated Lead Arrangers, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Security Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
the New Lender shall become a Party as a "Lender".
Procedure for Assignment
Subject to the conditions set out in clause ‎20.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this agreement and delivered in accordance with the terms of this agreement, execute that Assignment Agreement.
The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender. Upon execution of the Assignment Agreement, the Agent may specify the Transfer Date to the Existing Lender and the New Lender provided that if it fails to do so, the Transfer Date shall be the date proposed in the Assignment Agreement, such date to be no later than the date falling five Business Days after the date on which such Assignment Agreement is delivered to the Agent. The Agent will, upon receipt of a duly executed Assignment Agreement:
advise Lloyd's that a transfer will be made in respect of such Letter of Credit on the proposed Transfer Date; and
take all actions necessary to amend the relevant Letter(s) of Credit (each an "Original Letter of Credit (Assignment)") on or prior to such proposed Transfer Date such that it names the New Lender as an "Issuing Bank" thereunder and which shall otherwise be for the same amount and on the same terms as the Original Letter of Credit (Assignment) for the remainder of the Term of such Original Letter of Credit (Assignment).
Subject to clause ‎20.10 (Pro rata interest settlement), on the Transfer Date:
the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
Lenders may utilise procedures other than those set out in this clause ‎20.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with clause ‎20.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in clause ‎20.2 (Conditions of assignment or transfer).
Copy of Transfer Certificate or Assignment Agreement

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send a copy to the Borrower of that Transfer Certificate or Assignment Agreement.

Continuation of Security
Each Obligor consents to the assignments and transfers of rights and obligations permitted under and made in accordance with this clause ‎20. Each Obligor agrees and confirms that its guarantee and indemnity obligations under the Finance Documents and any Transaction Security granted by it in support of its own borrowing obligations or its guarantee or indemnity obligations under the Finance Documents will continue notwithstanding any assignment or transfer under this clause ‎20 and will extend to cover and support obligations owed to New Lenders and to continuing Finance Parties.
The Borrower (for itself and as agent for the Obligors) will (at the cost of the Lender or Lenders assigning or transferring its or their rights and obligations, provided that such costs are reasonably incurred and evidenced to the relevant Lenders) promptly execute such documents and take such other actions as are necessary to effect or perfect an assignment or a transfer of rights and/or obligations to a New Lender under the Finance Documents. Such action will include:
promptly countersigning Assignment Agreements (although any delay or failure by the Borrower to so countersign an Assignment Agreement will not invalidate its operation); and
taking such steps as the Agent or the Security Agent may request (including re-execution of Transaction Security Documents) for the purpose of ensuring that the New Lender has (and the other Finance Parties continue to have) the benefit of the same security interests under the Transaction Security Documents as existed immediately before the relevant transfer.
Security over Lender's Rights

In addition to the other rights provided to Lenders under this clause ‎20, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and
in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:

release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or
require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.
Pro rata interest settlement
If the Agent has notified the Lenders that it is able to distribute any commission, interest or fees (including commitment fees) on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of any transfer pursuant to clause ‎20.5 (Procedure for transfer) or any assignment pursuant to clause ‎20.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and shall be immediately due and payable):
any commission, interest or fees (including commitment fees) in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date ("Accrued Amounts") and shall become immediately due and payable to the Existing Lender (without further interest accruing on them); and
the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:
when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and
the amount payable to the New Lender on that date will be the amount which would, but for the application of this clause ‎20.10, have been payable to it on that date, but after deduction of the Accrued Amounts.
CHANGES TO THE OBLIGORS
Assignments and transfers by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

Additional Guarantors
Subject to compliance with the provisions of paragraphs ‎(ii) and ‎(iii) of clause ‎16.10 ("Know your customer" checks), the Borrower may request that any of the wholly owned Subsidiaries of the Parent become an Additional Guarantor. That Subsidiary shall become an Additional Guarantor if:
the Borrower delivers to the Agent a duly completed and executed Accession Letter; and
the Agent has received all of the documents and other evidence listed in part 2 of ‎Schedule 2 (Conditions Precedent required to be delivered by an Additional Guarantor) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent (acting reasonably).
The Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in part 2 of ‎Schedule 2 (Conditions Precedent required to be delivered by an Additional Guarantor).
Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.
Resignation of a Guarantor
The Borrower may request that a Guarantor (other than the Original Guarantor) ceases to be a Guarantor by delivering to the Agent a Resignation Letter.
The Agent shall accept a Resignation Letter and notify the Borrower and the Lenders of its acceptance if:
no Default is continuing or would result from the acceptance of the Resignation Letter (and the Borrower has confirmed this is the case); and
all the Lenders have consented to the Borrower's request,

at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents.

Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS
Appointment of the Agent
The Mandated Lead Arrangers and each of the Lenders (other than the Security Agent) appoints the Agent to act as its agent under and in connection with the Finance Documents.
The Mandated Lead Arrangers and each of the Lenders authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.
Instructions
The Agent shall:
unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:
all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
in all other cases, the Majority Lenders; and
not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.
The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.
The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.
In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.
The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document.
Duties of the Agent
The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.
Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
Without prejudice to clause ‎20.7 (Copy of Transfer Certificate or Assignment Agreement), paragraph (b) above shall not apply to any Transfer Certificate or Assignment Agreement.
Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
If the Agent receives notice from a Party referring to this agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Security Agent or a Mandated Lead Arranger) under this agreement it shall promptly notify the other Finance Parties.
The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
Role of the Mandated Lead Arrangers

Except as specifically provided in the Finance Documents, no Mandated Lead Arranger has any obligations of any kind to any other Party under or in connection with any Finance Document.

No fiduciary duties
Nothing in any Finance Document constitutes the Agent or a Mandated Lead Arranger as a trustee or fiduciary of any other person.
None of the Agent, the Security Agent nor the Mandated Lead Arrangers shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.
Business with the Group

The Agent and the Mandated Lead Arrangers may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

Rights and discretions of the Agent
The Agent may:
rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; and
assume that:
any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
unless it has received notice of revocation, that those instructions have not been revoked; and
rely on a certificate from any person:
as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph ‎(A) above, may assume the truth and accuracy of that certificate.

The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
no Default has occurred (unless it has actual knowledge of a Default arising under clause ‎19.1 (Failure to pay));
any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and
any notice or request made by the Borrower or the Obligors' Agent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of the other Obligors.
The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.
The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
The Agent may act in relation to the Finance Documents through its officers, employees and agents.
Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as Agent under this agreement.
Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor any Mandated Lead Arranger is obliged to do or omit to do anything if it
would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
Responsibility for documentation

Neither the Agent nor a Mandated Lead Arranger is responsible or liable for:

the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Mandated Lead Arrangers, an Obligor or any other person given in or in connection with any Finance Document or the transactions contemplated by the Finance Documents or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security; or
any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.
No duty to monitor

The Agent shall not be bound to enquire:

whether or not any Default has occurred;
as to the performance, default or any breach by any Party of its obligations under any Finance Document; or
whether any other event specified in any Finance Document has occurred.
Exclusion of liability
Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent), the Agent will not be liable for:
any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of,
under or in connection with, any Finance Document, other than by reason of its gross negligence or wilful misconduct; or
without prejudice to the generality of paragraphs ‎(i) and ‎(ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:
any act, event or circumstance not reasonably within its control; or
the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this clause subject to clause ‎1.5 (Third party rights) and the provisions of the Third Parties Act.
The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.
Nothing in this agreement shall oblige the Agent or the Mandated Lead Arrangers to carry out:
any "know your customer" or other checks in relation to any person; or
any check on the extent to which any transaction contemplated by this agreement might be unlawful for any Lender,

on behalf of any Lender and each Lender confirms to the Agent and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Mandated Lead Arrangers.

Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount
of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.
Lenders' indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to clause ‎26.10 (Disruption to Payment Systems etc.) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in:

acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document); and/or
assessing the validity of any claim under a Letter of Credit, acting in its sole discretion.
Resignation of the Agent
The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom or the Republic of Ireland as successor by giving notice to the Lenders and the Borrower.
Alternatively the Agent may resign by giving 30 days' notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent.
If the Majority Lenders have not appointed a successor Agent in accordance with paragraph ‎(b) above within 30 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in the United Kingdom or the Republic of Ireland).
If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this agreement as Agent) after consultation with the Borrower (such consultation not required to exceed a period of 5 Business Days) agree with the proposed successor Agent amendments to this clause ‎22 and any other term of this agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to any agency fee payable under this agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties.
The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
The Agent's resignation notice shall only take effect upon the appointment of a successor.
Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of clause ‎22.11 (Lenders' Indemnity to the Agent) and this clause ‎22.12 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b)above. In this event, the Agent shall resign in accordance with paragraph (b) above.
The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
the Agent fails to respond to a request under clause ‎9.8 (FATCA Information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
the information supplied by the Agent pursuant to clause ‎9.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,

and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not have been required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

Confidentiality
In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.
If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.
Relationship with the Lenders
Subject to clause 20.10 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent's
principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:
entitled to or liable for any payment due under any Finance Document on that day; and
entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance with the terms of this agreement.

Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under clause 29.5 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of clause 29.2 (Addresses) and paragraph (a)(ii) of clause 29.5 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.
Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Mandated Lead Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

the financial condition, status and nature of each member of the Group;
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;
whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
the adequacy, accuracy and/or completeness of any other information provided by the Agent, the Security Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.
the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.
Agent's Management Time

Any amount payable to the Agent under clause ‎11.3 (Indemnity to the Agent), clause ‎13 (Costs and expenses) and clause ‎22.11 (Lenders' indemnity to the Agent) shall include the cost of utilising the Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Borrower and the Lenders and is in addition to any fee paid or payable to the Agent under clause ‎7 (Fees).

Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

THE SECURITY AGENT
Security Agent as Trustee
The Security Agent declares that it holds the Transaction Security on trust for the Secured Parties on the terms contained in this agreement.
Each of the Agent, each Mandated Lead Arranger and each Lender authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.
Enforcement through Security Agent only

The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Transaction Security Documents except through the Security Agent.

Instructions
The Security Agent shall:
subject to paragraphs (d) and (e) below exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Agent or, if the relevant Finance Document stipulates the matter is a decision for any Lender or group of Lenders in accordance with instructions given by that Lender or group of Lenders;
not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if the relevant Finance Document stipulates the matter is a decision for any Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders).
The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Agent (or, if the relevant Finance Document stipulates the matter is a decision for any Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification that it has requested.
Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary intention appears in the relevant Finance Document, any instructions given to the Security Agent by the Agent shall override any conflicting instructions given by any other Parties and will be binding on all Secured Parties.
Paragraph (a) above shall not apply:
where a contrary indication appears in this agreement;
where a Finance Document requires the Security Agent to act in a specified manner or to take a specified action;
in respect of any provision which protects the Security Agent's own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, clauses 23.6 (No Duty to Account) to clause 23.11 (Exclusion of Liability), clause 23.14 (Confidentiality) to clause 23.20 (Custodians and Nominees) and clause 23.23 (Acceptance of Title) to clause 23.27 (Disapplication of Trustee Acts); or
in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of:
clause 23.28 (Order of Application); and
clause 23.31 (Permitted Deductions).
If giving effect to instructions given by the Agent on behalf of the Majority Lenders would (in the Security Agent's opinion) have an effect equivalent to an amendment or waiver which is subject to clause ‎33.2 (All Lender Matters), the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that amendment or waiver.
In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
it has not received any instructions as to the exercise of that discretion; or
the exercise of that discretion is subject to paragraph ‎(d)(iv) above,

the Security Agent shall do so having regard to the interests of all the Secured Parties.

The Security Agent may refrain from acting in accordance with any instructions of the Agent, any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for
any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.
Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent may refrain from doing anything which in its opinion will or may be contrary to any relevant law, directive or regulation of any jurisdiction and the Security Agent may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.
Without prejudice to the provisions of the remainder of this clause ‎23.3, in the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriate.
Duties of the Security Agent
The Security Agent's duties under the Finance Documents are solely mechanical and administrative in nature.
The Security Agent shall promptly:
forward to the Agent a copy of any document received by the Security Agent from any Obligor under any Finance Document; and
forward to a Party the original or a copy of any document which is delivered to the Security Agent for that Party by any other Party.
Except where a Finance Document specifically provides otherwise, the Security Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
If the Security Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Agent.
The Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
No fiduciary Duties to Obligors

Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary of any Obligor.

No Duty to Account

The Security Agent shall not be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account.

Business with the Group

The Security Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

Rights and Discretions
The Security Agent may:
rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
assume that:
any instructions received by it from the Agent, Majority Lenders, the Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents;
unless it has received notice of revocation, that those instructions have not been revoked; and
if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and
rely on a certificate from any person:
as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

The Security Agent shall be entitled to carry out all dealings with the Lenders through the Agent and may give to the Agent any notice or other communication required to be given by the Security Agent to the Lenders.
The Security Agent may assume (unless it has received notice to the contrary in its capacity as Security Agent for the Secured Parties) that:
no Default has occurred;
any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and
any notice made by the Borrower is made on behalf of and with the consent and knowledge of all the Obligors.
The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
Without prejudice to the generality of paragraph (d) above or paragraph (f) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Lenders and/or the Agent) if the Security Agent in its reasonable opinion deems this to be necessary or desirable.
The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
The Security Agent, any Receiver and any Delegate may act in relation to the Finance Documents and the Transaction Security through its officers, employees and agents and shall not:
be liable for any error of judgment made by any such person; or
be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct.

Unless a Finance Document expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as security trustee under this agreement.
Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
Responsibility for Documentation

None of the Security Agent, any Receiver nor any Delegate is responsible or liable for:

the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Security Agent, an Obligor or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security; or
any determination as to whether any information provided or to be provided to any Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.
No Duty to Monitor

The Security Agent shall not be bound to enquire:

whether or not any Default has occurred;
as to the performance, default or any breach by any Party of its obligations under any Finance Document; or
whether any other event specified in any Finance Document has occurred.
Exclusion of Liability
Without limiting paragraph ‎(b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the Security Agent, any Receiver nor any Delegate will be liable for:
any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security unless directly caused by its gross negligence or wilful misconduct;
exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security, other than by reason of its gross negligence or wilful misconduct;
any shortfall which arises on the enforcement or realisation of the Transaction Security; or
without prejudice to the generality of paragraphs ‎(i) to ‎(iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever (but not including any claim based on the fraud of the Security Agent) arising as a result of:
any act, event or circumstance not reasonably within its control; or
the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

No Party (other than the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this clause subject to clause ‎1.5 (Third party Rights) and the provisions of the Third Parties Act.
Nothing in this agreement shall oblige the Security Agent to carry out:
any "know your customer" or other checks in relation to any person; or
any check on the extent to which any transaction contemplated by this agreement might be unlawful for any other Secured Party,

on behalf of any other Secured Party and each other Secured Party confirms to the Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.

Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Agent, Receiver or Delegate (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Lenders' Indemnity to the Security Agent
Each Lender shall (in the proportion that its Commitments bear to the Total Commitments for the time being (or, if the Total Commitments are zero, immediately prior to their being reduced to zero)), indemnify the Security Agent and every Receiver and every Delegate, within three Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct) in acting as Security Agent, Receiver or Delegate under, or exercising any authority conferred under, the Finance Documents (unless the relevant Security Agent, Receiver or Delegate has been reimbursed by an Obligor pursuant to a Finance Document).
Subject to paragraph ‎(c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Agent pursuant to paragraph ‎(a) above.
Paragraph ‎(b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Security Agent to an Obligor.
Resignation of the Security Agent
The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Lenders and the Borrower.
Alternatively the Security Agent may resign by giving 30 days' notice to the Lenders and the Borrower, in which case the Majority Lenders may appoint a successor Security Agent.
If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph ‎(b) above within 20 days after notice of resignation was given, the
retiring Security Agent (after consultation with the Agent) may appoint a successor Security Agent.
The retiring Security Agent shall, at its own cost, make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents.
The Security Agent's resignation notice shall only take effect upon:
the appointment of a successor; and
the transfer of all the Transaction Security to that successor. The Security Agent's resignation or termination shall only take effect upon the transfer of all of the Transaction Security to a duly appointed successor (unless the Security Agent, the intended successor and the Majority Lenders agree otherwise).
Upon the appointment of a successor, the retiring Security Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause ‎23.25(b) (Winding Up of Trust) and paragraph ‎(d) above) but shall remain entitled to the benefit of this clause ‎23 and clause ‎11.4 (Indemnity to the Security Agent) (and any Security Agent fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party.
The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph ‎(b) above. In this event, the Security Agent shall resign in accordance with paragraph ‎(b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower.
Confidentiality
In acting as trustee for the Secured Parties, the Security Agent shall be regarded as acting through its trustee division which shall be treated as a separate entity from any other of its divisions or departments.
If information is received by another division or department of the Security Agent, it may be treated as confidential to that division or department and the Security Agent shall not be deemed to have notice of it.
Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to any other person:
any confidential information; or
any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.
Information from the Lenders

Each Lender shall supply the Security Agent with any information that the Security Agent may reasonably specify as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent.

Credit Appraisal by the Secured Parties

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Secured Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

the financial condition, status and nature of each member of the Group;
the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;
whether that Secured Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;
the adequacy, accuracy or completeness of any information provided by the Security Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.
Reliance and Engagement Letters

The Security Agent may obtain and rely on any certificate or report from any Obligor's auditor and may enter into any reliance letter or engagement letter relating to that certificate or report on such terms as it may consider appropriate (including, without limitation, restrictions on the auditor's liability and the extent to which that certificate or report may be relied on or disclosed).

No Responsibility to Perfect Transaction Security

The Security Agent shall not be liable for any failure to:

require the deposit with it of any deed or document certifying, representing or constituting the title of any Obligor to any of the Charged Property;
obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security;
register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;
take, or to require any Obligor to take, any step to perfect its title to any of the Charged Property or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or
require any further assurance in relation to any Transaction Security Document.
Insurance by Security Agent
The Security Agent shall not be obliged:
to insure any of the Charged Property;
to require any other person to maintain any insurance; or
to verify any obligation to arrange or maintain insurance contained in any Finance Document,

and the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.

Where the Security Agent is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Majority Lenders request it to do so in writing and the Security Agent fails to do so within fourteen days after receipt of that request.
Custodians and Nominees

The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Agent may determine, including for the purpose of depositing with a custodian this agreement or any document relating to the trust created under this agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this agreement or be bound to supervise the proceedings or acts of any person.

Delegation by the Security Agent
Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.
That delegation may be made upon any terms and conditions (including the power to sub-delegate) and subject to any restrictions that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties.
No Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of, any such delegate or sub-delegate.
Additional Security Agents
The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:
if it considers that appointment to be in the interests of the Secured Parties; or
for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant; or
for obtaining or enforcing any judgment in any jurisdiction,

and the Security Agent shall give prior notice to the Borrower and the Secured Parties of that appointment.

Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.
The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this agreement, be treated as costs and expenses incurred by the Security Agent.
Acceptance of Title

The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Obligor may have to any of the Charged Property and shall not be liable for, or bound to require any Obligor to remedy, any defect in its right or title.

Releases

Upon a disposal of any of the Charged Property pursuant to the enforcement of the Transaction Security by a Receiver or the Security Agent, the Security Agent is irrevocably authorised (at the cost of the Obligors and without any consent, sanction, authority or further confirmation from any other Secured Party) to release, without recourse or warranty, that property from the Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable.

Winding up of Trust

If the Security Agent, with the approval of the Agent, determines that:

all of the Secured Obligations and all other obligations secured by the Transaction Security Documents have been fully and finally discharged; and
no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Obligor pursuant to the Finance Documents,

then:

the trusts set out in this agreement shall be wound up and the Security Agent shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Agent under each of the Transaction Security Documents; and
any Security Agent which has resigned pursuant to clause ‎23.13 (Resignation of the Security Agent) shall release, without recourse or warranty, all of its rights under each Transaction Security Document.
Powers Supplemental to Trustee Acts

The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise.

Disapplication of Trustee Acts

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this agreement. Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this agreement, the provisions of this agreement shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this agreement shall constitute a restriction or exclusion for the purposes of that Act.

Order of Application

All amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Documents or in connection with the realisation or enforcement of all or any part of the Transaction Security shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law, in the following order of priority:

in discharging any sums owing to the Security Agent (in its capacity as such), any Receiver or any Delegate;
in payment or distribution to the Agent, on its behalf and on behalf of the other Secured Parties, for application towards the discharge of all sums due and payable by any Obligor under any of the Finance Documents in accordance with clause ‎26.5 (Partial payments);
if none of the Obligors is under any further actual or contingent liability under any Finance Document, in payment or distribution to any person to whom the Security Agent is obliged to pay or distribute in priority to any Obligor; and
the balance, if any, in payment or distribution to the relevant Obligor.
Investment of Proceeds

Prior to the application of the proceeds of the Transaction Security in accordance with clause ‎23.28 (Order of Application) the Security Agent may, at its discretion, hold all or part of those proceeds in one or more interest bearing suspense or impersonal accounts in the name of the Security Agent with any financial institution (including itself) and for so long as the Security Agent thinks fit (the interest being credited to the relevant account) pending the application from time to time of those monies at the Security Agent's discretion in accordance with the provisions of clause ‎23.28 (Order of Application).

Currency Conversion
For the purpose of, or pending the discharge of, any of the Secured Obligations the Security Agent may convert any moneys received or recovered by the Security Agent from one currency to another, at the spot rate at which the Security Agent is able to purchase the currency in which the Secured Obligations are due with the amount received.
The obligations of any Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.
Permitted Deductions

The Security Agent shall be entitled to:

set aside by way of reserve amounts required to meet; and
make and pay,

any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any law or regulation to make from any distribution or payment made by it under this agreement, and to pay all Taxes which may be assessed against it in respect of any of the Charged Property, or as a consequence of performing its duties or exercising its rights, powers, authorities and discretions, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this agreement).

Good Discharge
Any distribution or payment to be made in respect of the Secured Obligations by the Security Agent may be made to the Agent on behalf of the Lenders and any distribution or payment made in that way shall be a good discharge, to the extent of that payment or distribution, by the Security Agent.
The Security Agent is under no obligation to make payment to the Agent in the same currency as that in which any Unpaid Sum is denominated.
Amounts received by Obligors

If any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Agent, that Obligor will hold the amount received or recovered on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of this agreement.

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this agreement will:

interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
SHARING AMONG THE FINANCE PARTIES
Payments to Finance Parties

If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from an Obligor other than in accordance with clause ‎26 (Payment mechanics) (a "Recovered Amount") and applies that amount to a payment due under the Finance Documents then:

the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;
the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with clause ‎26 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and
the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with clause ‎26.5 (Partial payments).
Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with clause ‎26.5 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.

Recovering Finance Party's rights

On a distribution by the Agent under clause ‎25.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and
as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.
Exceptions
This clause ‎25 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this clause, have a valid and enforceable claim against the relevant Obligor.
A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:
it notified that other Finance Party of the legal or arbitration proceedings; and
that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.
PAYMENT MECHANICS
Payments to the Agent
On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
Payment shall be made to such account in the principal financial centre of the country of that currency and with such bank as the Agent specifies.
Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to clause ‎26.3 (Distributions to an Obligor), clause ‎26.4 (Clawback and pre-funding) and clause ‎22.17 (Deduction from amounts payable by the Agent) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency.

Distributions to an Obligor

The Agent and the Security Agent may (with the consent of the Obligor or in accordance with clause ‎27 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

Clawback and pre-funding
Where a sum is to be paid to the Agent or the Security Agent under the Finance Documents for another Party, the Agent or, as the case may be, the Security Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.
Subject to clause ‎26.4(c) below, if the Agent or the Security Agent pays an amount to another Party and it proves to be the case that it had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent or, as the case may be, the Security Agent, shall on demand refund the same to the Agent or, as the case may be, the Security Agent, together with interest on that amount from the date of payment to the date of receipt by the Agent or, as the case may be, the Security Agent,, calculated by the Agent to reflect its cost of funds.
If the Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:
the agent shall notify the Borrower of that Lender's identity and the Borrower to whom that sum was made available shall on demand refund it to the Agent; and
the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower to whom that sum was made available, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.
Partial payments
If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:
first, in or towards payment pro rata of any unpaid amount owing to the Agent and the Security Agent under the Finance Documents;
secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this agreement;
thirdly, in or towards payment pro rata of any principal due but unpaid under this agreement; and
fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.
The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs ‎(i) to ‎(iv) above.
Paragraphs (a) and (b) above will override any appropriation made by an Obligor.
No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

Business Days
Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
During any extension of the due date for payment of any principal or Unpaid Sum under this agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.
Currency of account
Subject to clauses ‎26.8(b) to ‎26.8(e) below, USD is the currency of account and payment for any sum due from an Obligor under any Finance Document.
A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the currency in which that Utilisation or Unpaid Sum is denominated pursuant to this agreement, on its due date.
Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated pursuant to this agreement, when that interest accrued.
Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
Any amount expressed to be payable in a currency other than USD shall be paid in USD.
Change of currency
Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:
any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrower); and
any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).
If a change in any currency of a country occurs, this agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.
Disruption to Payment Systems, etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrower that a Disruption Event has occurred:

the Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in clause ‎26.10(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
the Agent may consult with the Finance Parties in relation to any changes mentioned in clause ‎26.10(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
any such changes agreed upon by the Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of clause ‎33 (Amendments and Waivers);
the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this clause ‎26.10; and
the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Payments to the Security Agent

Notwithstanding any other provision of any Finance Document, at any time after any Transaction Security created by or pursuant to any Transaction Security Document becomes enforceable, the Security Agent may require:

any Obligor to pay all sums due under any Finance Document; or
the Agent to pay all sums received or recovered from an Obligor under any Finance Document,

in each case as the Security Agent may direct for application in accordance with the terms of this agreement.

Amounts paid in error
If the Agent pays an amount to another Party and the Agent notifies that Party that such payment was an Erroneous Payment then the Party to whom that amount was paid by the Agent shall, promptly and in any event within three Business Days of the Agent's notification to that Party, refund the same to the Agent.
Neither:
the obligations of any Party to the Agent; nor
the remedies of the Agent, (whether arising under this clause ‎26.12 or otherwise) which relate to an Erroneous Payment will be affected by any act, omission, matter or thing which, but for this paragraph (b), would reduce, release or prejudice any such obligation or remedy (whether or not known by the Agent or any other Party).
All payments to be made by a Party to the Agent (whether made pursuant to this clause ‎26.12 or otherwise) which relate to an Erroneous Payment shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
In this Agreement, "Erroneous Payment" means a payment of an amount by the Agent to another Party which the Agent determines (acting reasonably) was made in error.
SET-OFF

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

APPLICATION OF PROCEEDS
Order of Application
Subject to clause ‎28.2 (Prospective Liabilities), all amounts (whether in cash or in kind) from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this clause ‎28, the "Recoveries") shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this clause ‎28), in the following order of priority:
in discharging any sums owing to the Security Agent, any Receiver or any Delegate;
in payment of all costs and expenses incurred by the Agent or Lenders in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of this agreement;
in payment to the Agent on its own behalf and on behalf of the Lenders for application towards the discharge of all sums due and payable by any Obligor under any Finance Document in accordance with this agreement:
if none of the Obligors is under any further actual or contingent liability under any Finance Document, in payment to any person to whom the Security Agent is obliged to pay in priority to any Obligor; and
the balance, if any, in payment to the relevant Obligor.
Prospective Liabilities

The Security Agent may, in its discretion, hold any amount of the Recoveries in an interest-bearing suspense account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) for later application under clause ‎28.1 (Order of Application) in respect of any amount that the Security Agent reasonably considers might become due or owing to a Secured Party at any time in the future.

Investment of Proceeds

Prior to the application of the proceeds of the Charged Property in accordance with clause ‎28.1 (Order of Application), the Security Agent may, in its discretion, hold all or part of those proceeds in an interest-bearing suspense account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) pending the application from time to time of those monies in the Security Agent's discretion in accordance with the provisions of this clause ‎28.

Currency Conversion
For the purpose of, or pending the discharge of, any of the Secured Obligations, the Security Agent may convert any moneys received or recovered by the Security Agent from one currency to another, at the Security Agent's Spot Rate of Exchange.
The obligations of any Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.
Permitted Deductions

The Security Agent shall be entitled, in its discretion, (a) to set aside by way of reserve amounts required to meet and (b) to make and pay, any deductions and withholdings (on account of taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this agreement, and to pay all Taxes which may be assessed against it in respect of any of the Charged Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this agreement).

Good Discharge
Any payment to be made in respect of the Secured Obligations by the Security Agent may be made to the Agent on behalf of the Lenders and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent.
The Security Agent is under no obligation to make the payments to the Agent under paragraph (a) above in the same currency as that in which any amount owing to the relevant Party is denominated.
Calculation of Amounts

For the purpose of calculating any person's share of any sum payable to or by it, the Security Agent shall be entitled to:

notionally convert the amounts owed to any person into a common base currency (decided in its discretion by the Security Agent), that notional conversion to be made at
the spot rate at which the Security Agent is able to purchase the notional base currency with the actual currency of the amounts owed to that person at the time at which that calculation is to be made; and
assume that all moneys received or recovered as a result of the enforcement or realisation of the Charged Property are applied in discharge of the amounts owed to that person in accordance with the terms of the relevant Finance Documents under which such outstanding amounts have arisen.
NOTICES
Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

in the case of the Borrower:

Address:	25 Fenchurch Avenue, London EC3M 5AD
Attention:	Stuart Bridges and Silvana Halili
Email:	Stuart.Bridges@inigoinsurance.com and Silvana.Halili@inigoinsurance.com

in the case of the Original Guarantor:

Address:	25 Fenchurch Avenue, London EC3M 5AD
Attention:	Stuart Bridges and Silvana Halili
Email:	Stuart.Bridges@inigoinsurance.com and Silvana.Halili@inigoinsurance.com

in the case of an Additional Guarantor, that specified in the relevant Accession Letter;
in the case of each Lender, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and
in the case of the Agent:

Address:	Barclays, 1 Churchill Place, London, E14 5HP
Attention:	EMEA Loans Agency Team
---	---
E-mail:	loans.agency@barclays.com; and xraemeaagency1ops@barclays.com
Telephone:	+44 (0) 203 134 6356

in the case of the Security Agent:

Address:	Barclays, 1 Churchill Place, London, E14 5HP
Attention:	EMEA Loans Agency Team
E-mail:	loans.agency@barclays.com; and xraemeaagency1ops@barclays.com
Telephone:	+44 (0) 203 134 6356

or any substitute address or fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days' notice.

Delivery
Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:
if by way of fax, when received in legible form; or
if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under clause ‎29.2 (Addresses), if addressed to that department or officer.

Any communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by the Agent or the Security Agent and then only if it is expressly marked for the attention of the department or officer identified in clause ‎29.2 above (or any substitute department or officer as the Agent or Security Agent shall specify for this purpose).
All notices from or to an Obligor shall be sent through the Agent.
Any communication or document made or delivered to the Borrower in accordance with this clause will be deemed to have been made or delivered to each Obligor.
Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.
Notification of address and fax number

Promptly upon (i) changing its address or fax number or (ii) receiving a notice of change of address from any other Party, the Agent shall notify the other Parties.

Electronic communication
Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:
notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and
notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.
Any such electronic communication as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.
Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.
Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5:00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this agreement shall be deemed only to become effective on the following day.
Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this clause ‎29.5.
English language
Any notice given under or in connection with any Finance Document must be in English.
All other documents provided under or in connection with any Finance Document must be:
in English; or
if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.
CALCULATIONS AND CERTIFICATES
Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice.

PARTIAL INVALIDITY

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party or any Secured Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any Finance Document on the part of any Finance Party or any Secured Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

AMENDMENTS AND WAIVERS
Required consents
Subject to clause ‎33.2 (All Lender Matters), any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Obligors and any such amendment or waiver will be binding on all Parties.
The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this clause.
All Lender Matters
An amendment or waiver of any term of any Finance Document that has the effect of changing or which relates to:
the definition of "Majority Lenders" in clause ‎1.1 (Definitions);
an extension to the date of payment of any amount under the Finance Documents;
a reduction in the L/C Commission Rate or a reduction in the amount of any payment of principal, interest, fees or commission payable;
a change in currency of payment of any amount under the Finance Documents;
an increase in or an extension of any Commitment or the Total Commitments or an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility;
a change to the Borrower or the Guarantors other than in accordance with clause ‎21 (Changes to the Obligors);
any provision which expressly requires the consent of all the Lenders;
clause 2.2 (Finance Parties' rights and obligations), clause ‎3.1 (Delivery of a Utilisation Request), clause ‎4.1 (Illegality), clause ‎4.2 (Change of control), clause ‎20 (Changes to the Lenders), clause ‎21 (Changes to the Obligors), clause ‎25 (Sharing among the Finance Parties) this clause ‎33, clause ‎37 (Governing law) or clause ‎38.1 (Jurisdiction);
the nature or scope of the guarantee and indemnity granted under clause ‎14 (Guarantee and indemnity); or
(other than as expressly permitted by the provision of any Finance Document), the nature or scope of:
the Charged Property; or
the manner in which the proceeds of enforcement of the Transaction Security are distributed,

(except in the case of paragraphs (A) and (B) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this agreement or any other Finance Document); and

the release of any guarantee and indemnity granted under clause ‎14 (Guarantee and Indemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is permitted under this agreement or any other Finance Document;

shall not be made without the prior consent of all the Lenders.

An amendment or waiver which relates to the rights or obligations of the Agent, the Security Agent or a Mandated Lead Arranger (each in their capacity as such) may not be effected without the consent of the Agent, the Security Agent or the Mandated Lead Arrangers as the case may be.
CONFIDENTIALITY
Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by clause ‎34.2 (Disclosure of Confidential Information), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

Disclosure of Confidential Information

Any Finance Party may disclose:

to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph ‎34.2(a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
to any person:
to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
appointed by any Finance Party or by a person to whom paragraphs ‎(i) or ‎(ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;
who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph ‎(i) or ‎(ii) above;
to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;
to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to clause ‎20.9 (Security over Lenders' Rights);
who is a Party;
who is a confirming Approved Credit Institution for the purposes of clause ‎4.9 (Funds at Lloyds' Ineligibility); or
with the consent of the Borrower;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

in relation to paragraphs ‎(i), ‎(ii) and ‎(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
in relation to paragraph ‎(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;
in relation to paragraphs ‎(v), ‎(vi) and (vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;
to any person appointed by that Finance Party or by a person to whom paragraph ‎(i) or ‎(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this clause ‎34.2(c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party; and
to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.
Disclosure to numbering service providers
Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this agreement, the Facility and/or one or more Obligors the following information:
names of Obligors;
country of domicile of Obligors;
place of incorporation of Obligors;
date of this agreement or the First Amendment and Restatement Agreement or the Second Amendment and Restatement Agreement or the Third Amendment and Restatement Agreement or the Fourth Amendment and Restatement Agreement;
clause ‎37 (Governing law);
the names of the Agent and the Mandated Lead Arrangers;
amounts of, and names of, the Facility (and any tranches);
amount of Total Commitments;
currencies of the Facility;
type of Facility;
ranking of Facility;
the termination date for the Facility;
changes to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above; and
such other information agreed between such Finance Party and the Borrower,

in each case to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

The Parties acknowledge and agree that each identification number assigned to this agreement, the Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.
The Borrower represents that none of the information set out in paragraphs (i) to (xv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.
The Agent shall notify the Borrower and the other Finance Parties of:
the name of any numbering service provider appointed by the Agent in respect of this agreement, the Facility and/or one or more Obligors; and
the number or, as the case may be, numbers assigned to this agreement, the Facility and/or one or more Obligors by such numbering service provider.
Entire agreement

This clause ‎34 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

of the circumstances of any disclosure of Confidential Information made pursuant to paragraph ‎(v) of clause ‎34.2(b) (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
upon becoming aware that Confidential Information has been disclosed in breach of this clause ‎34.
Continuing obligations

The obligations in this clause ‎34 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

the date on which all amounts payable by the Obligors under or in connection with this agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and
the date on which such Finance Party otherwise ceases to be a Finance Party.
COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

CONTRACTUAL RECOGNITION OF BAIL-IN

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

any Bail-In Action in relation to any such liability, including (without limitation):
a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
a cancellation of any such liability; and
a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
GOVERNING LAW

This agreement and all non-contractual obligations arising from or in connection with it are governed by English law.

ENFORCEMENT
Jurisdiction
The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to the existence, validity or termination of this agreement or, any non-contractual obligation arising out of or in connection with this agreement) (a "Dispute").
The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.
This clause ‎38.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.
Service of Process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

irrevocably appoints the Borrower as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and
agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

This agreement has been entered into on the date stated at the beginning of this agreement.

The Original Lenders

Original Lender	Commitment as at the Effective Date
Barclays Bank PLC	84,400,000
ING Bank N.V., London Branch	84,400,000
Lloyds Bank PLC	84,400,000
National Westminster Bank PLC	84,400,000
SMBC Bank International plc	84,400,000
ABN AMRO Bank N.V.	66,000,000
HSBC Bank plc	66,000,000
The Bank of Nova Scotia, London branch	66,000,000
Total	620,000,000

All values are in US Dollars.

Conditions Precedent to Initial Utilisation

[These conditions precedent have been satisfied on or prior to 3 November 2021]

CORPORATE DOCUMENTS
A copy of the constitutional documents of each Obligor.
A copy of a resolution of the board of directors, or a duly appointed committee of the board of directors, of each Obligor:
approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;
authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;
authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and
(except in the case of the Borrower) authorising the Obligors' Agent to act as its agent in connection with the Finance Documents.
A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.
A copy of a resolution of the board of directors of each Obligor establishing a committee referenced in paragraph 1.2 above where a resolution of a committee of the board of directors is to be used for the purposes of 1.2 above.
A certificate of each Obligor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee or similar limit binding on it to be exceeded.
A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this ‎Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this agreement.
FINANCE DOCUMENTS
This agreement duly executed by the parties thereto.
The Fee Letters, each duly executed by the parties thereto.
LEGAL OPINIONS

A legal opinion of Ashurst LLP, legal advisers to the Mandated Lead Arrangers, the Agent and Security Agent in England, substantially in the form distributed to the Original Lenders prior to signing this agreement.

OTHER DOCUMENTS AND EVIDENCE
Copies of the Original Financial Statements of each Obligor.
Satisfaction of all "know your customer" or other similar checks under all applicable laws and regulations in relation to the Obligors.
Confirmation of the composition and source of the FAL of the Borrower as at the date of this agreement.
Evidence that the fees, costs and expenses then due from the Borrower pursuant to clause ‎7 (Fees) have been paid or will be paid by the first Utilisation Date.
The Letter of Comfort (signed on behalf of Lloyd's by an authorised signatory).
A copy of the Managing Agent's Agreement.
A copy of a structure chart of the Group.
A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.
An Accession Letter, duly executed by the Additional Guarantor and the Borrower or the Obligors' Agent.
A copy of the constitutional documents of the Additional Guarantor.
A copy of a resolution of the board of directors of the Additional Guarantor:
approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
authorising a specified person or persons to execute the Accession Letter on its behalf;
authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents; and
authorising the Obligors' Agent to act as its agent in connection with the Finance Documents.
A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.
A copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.
A copy of the resolution of the board of directors of each corporate shareholder of the Additional Guarantor approving the terms of the resolution referred to in the paragraph above.
A certificate of the Additional Guarantor (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document listed in this part 2 of ‎Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.
If available, the latest audited financial statements of the Additional Guarantor.
A legal opinion of Ashurst LLP, legal advisers to the Mandated Lead Arrangers, the Agent and the Security Agent in England.
If the Additional Guarantor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Mandated Lead Arrangers, the Agent and the Security Agent in the jurisdiction in which the Additional Guarantor is incorporated.
If the proposed Additional Guarantor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in clause ‎38.2 (Service of Process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Guarantor.
Satisfaction of all "know your customer" or other similar checks under all applicable laws and regulations in relation to the Additional Guarantor.

Form of Utilisation Request

From: Inigo Corporate Member Limited (the "Borrower")

To: Barclays Bank PLC as Agent

Dated: [ l ]

Dear Sirs,

We refer to an agreement (the " Agreement") originally dated 3 November 2021 (as amended and restated on 31 October 2022, 26 October 2023 and 29 October 2024, as amended pursuant to an amendment agreement dated 23 December 2024 and as further amended and
restated on __________ 2025 and as, from time to time, amended, varied, novated or supplemented) and made between Inigo Corporate Member Limited as borrower and others, Barclays Bank PLC as agent and security agent and the financial institutions defined therein as Lenders.
Terms defined in the Agreement shall have the same meaning in this notice.
This notice is irrevocable.
We hereby give you notice that, pursuant to the Agreement [we request a Letter of Credit be issued on the following terms] / we request an amendment to Irrevocable Standby Letter of Credit No. [ l ] as follows1:

Facility:	[ l ]
Face amount:	[ l ]
Currency:	[ l ]
Utilisation Date:	[ l ]
Commencement Date of Letter of Credit:	[ l ]
Year(s) of Account:	[ l ]
Term:	[ l ]
Expiry Date:	[ l ]

We confirm that, at the date hereof, the Repeating Representations are true in all material respects and no Default is continuing.
The Letter of Credit should be issued in favour of Lloyd's in the form set out in schedule 7 of the Agreement and delivered to The Society and the Council of Lloyd's, c/o The Manager, Market Services, Fidentia House, Walter Burke Way, Chatham Maritime, Chatham, Kent ME4 4RN.

Yours faithfully

Signed by<br><br><br><br>for and on behalf of <br>Inigo Corporate Member Limited	)<br><br>)<br><br>)<br><br>)

1 Delete as applicable.

Form of Transfer Certificate

To: Barclays Bank PLC as Agent

From: [The Existing Lender] (the "Existing Lender"); and

[The New Lender] (the "New Lender")

Dated:

Inigo Corporate Member Limited $620,000,000 Letter of Credit Facility Agreement originally dated 3 November 2021, as amended and restated on 31 October 2022, 26 October 2023 and 29 October 2024, as amended pursuant to an amendment agreement dated 23 December 2024 and as further amended and restated on __________ 2025 (the "Agreement")

We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.
We refer to clause 20.5 (Procedure for transfer):
The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with clause ‎20.5 (Procedure for transfer), all of the Existing Lender's rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment(s) and participations in Utilisations under the Agreement as specified in the Schedule.
The proposed Transfer Date is [ ].
The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of clause 29.2 (Addresses) are set out in the Schedule.
The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of clause 20.4 (Limitation of responsibility of Existing Lenders).
The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:
[an Exempt Lender;]
[a Treaty Lender;]
[not a Qualifying Lender].
[The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [ ]) and is tax resident in [ ] , so that interest payable to it by the Borrower is generally subject to full exemption from UK withholding tax.]

[5/6]. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

[6/7]. This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

[7/8]. This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments,]

[Existing Lender]	[New Lender]
By:	By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [ ].

[Agent]

By:

Form of Assignment Agreement

To: Barclays Bank PLC as Agent; and

Inigo Corporate Member Limited as Borrower for and on behalf of each Obligor

From: [the Existing Lender] (the "Existing Lender"); and

[the New Lender] (the "New Lender")

Dated:

We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.
We refer to clause 20.6 (Procedure for assignment):
The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents and in respect of the Transaction Security which relate to that portion of the Existing Lender's Commitment(s) and participations in Utilisations under the Agreement as specified in the Schedule.
The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitment(s) and participations in Utilisations under the Agreement specified in the Schedule.
The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.
The proposed Transfer Date is [ ].
On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.
The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of clause 29.2 (Addresses) are set out in the Schedule.
The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of clause 20.4 (Limitation of responsibility of Existing Lenders).
The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:
[an Exempt Lender;]
[a Treaty Lender;]
[not a Qualifying Lender].
[The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [ ]) and is tax resident in [ ] , so that interest payable to it by the Borrower is generally subject to full exemption from UK withholding tax.]

[8/9]. This Assignment Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with clause 20.7 (Copy of Transfer Certificate or Assignment Agreement), to the Borrower (on behalf of each Obligor) of the assignment referred to in this Assignment Agreement.

[9/10]. This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

[10/11]. This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

[11/12]. This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

THE SCHEDULE

Rights to be assigned and obligations to be released and undertaken

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Existing Lender] [New Lender]

By: By:

This Assignment Agreement is accepted by the Agent and the Transfer Date is confirmed as [ ].

Signature of this Assignment Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Agent receives on behalf of each Finance Party.

[Agent]

By:

Form of Compliance Certificate

To: Barclays Bank PLC as agent

Date: [ l ]

Dear Sirs,

We refer to the Agreement. Terms defined in the Agreement shall bear the same meaning herein.
We confirm that as at [insert date]:
the Total Debt was [ l ] and the Total Capitalisation was [ l ]. Accordingly the ratio of Total Debt to Total Capitalisation is not greater than 0.45:1.00;
the Consolidated Tangible Net Worth was [ l ] and the Minimum Tangible Net Worth was [ l ]. Accordingly, the Consolidated Tangible Net Worth was not less than Minimum Tangible Net Worth;
Primary FAL of the Borrower (less any amounts designated to support Solvency Deficits) shall be not less than 55 per cent of Adjusted ECA of the Borrower; and
Own FAL of the Borrower shall not be less than 50 per cent of the Adjusted ECA of the Borrower.
We confirm that, as at the date of this certificate, no Default is continuing.

Signed: …………………………………………… …………………………………………… Director of [Borrower] Director of [Borrower]

Form of Letter of Credit

To: The Society and the Council of Lloyd's

c/o The Manager, Market Services

Fidentia House, Walter Burke Way

Chatham Maritime, Chatham

Kent ME4 4RN

Dated: [ l ]

Dear Sirs:

Irrevocable Standby Letter of Credit No. [ l ]

Re: Inigo Corporate Member Limited (the "Applicant")

This Clean Irrevocable Standby Letter of Credit (the "Credit") is issued by the banks whose names are set out in Schedule 1 hereto (the "Issuing Banks", and each an "Issuing Bank") in favour of the Society of Lloyd's ("Lloyd's") on the following terms.

Subject to the terms hereof, the Issuing Banks shall make payments within two business days of demand on Barclays Bank PLC (the "Agent") in accordance with paragraph 4 below.
Upon a demand being made by Lloyd's pursuant to paragraph 4 below each Issuing Bank shall pay that proportion of the amount demanded which is equal to the proportion which its Commitment set out in Schedule 1 hereto bears to the aggregate Commitments of all the Issuing Banks set out in Schedule 1 hereto provided that the obligations of the Issuing Banks under this Credit shall be several and no Issuing Bank shall be required to pay an amount exceeding its Commitment set out in Schedule 1 hereto and the Issuing Banks shall not be obliged to make payments hereunder in aggregate exceeding a maximum amount of USD [●]. Any payment by an Issuing Bank hereunder shall be made in USD to the Lloyd's account specified in the demand made by Lloyd's pursuant to paragraph 4 below.
This Credit is effective from [●] (the "Commencement Date") and will expire on the Final Expiration Date. This Credit shall remain in force until we give you not less than four years' notice in writing terminating the same on the fourth anniversary of the Commencement Date or on any date subsequent thereto as specified in such notice (the "Final Expiration Date"), our notice to be sent by registered mail for the attention of the Manager, Market Services, at the above address.
Subject to paragraph 3 above, the Issuing Banks shall pay to Lloyd's under this Credit upon presentation of a demand by Lloyd's on the Agent at UK Trade Operations, Barclays, 5th Floor, One Snowhill, Snowhill Queensway, Birmingham, B4 6GN, substantially in the form set out in Schedule 2 hereto the amount specified therein (which amount shall not, when aggregated with all other amounts paid by the Issuing Banks to Lloyd's under this Credit, exceed the maximum amount referred to in paragraph 2 above).
The Agent has signed this Credit as agent for disclosed principals and accordingly shall be under no obligation to Lloyd's hereunder other than in its capacity as an Issuing Bank.
All charges are for the Applicant's account.
Subject to any contrary indication herein, this Credit is subject to The International Standby Practices – ISP98 (1998 publication - International Chamber of Commerce Publication No 590).
This Credit shall be governed by and interpreted in accordance with English law and the Issuing Banks hereby irrevocably submit to the jurisdiction of the High Court of Justice in England.
Each of the Issuing Banks engages with Lloyd's that demands made under and in compliance with the terms of this Credit will be duly honoured on presentation.

Yours faithfully,

Signed by <br>BARCLAYS BANK PLC as Agent for and on behalf of [Names of all Issuing Banks including the Agent]<br><br><br><br><br><br>By:<br><br><br><br>Name:<br><br><br><br>Authorised Signatory	By:<br><br><br><br>Name:<br><br><br><br>Authorised Signatory

Issuing Banks' Commitments

Name and address of Issuing Bank	Commitment
[●]	$[●]
[●]	$[●]

Form of Demand [on Lloyd's letterhead]

THE SOCIETY OF LLOYD'S TRUSTEE OF LETTER OF CREDIT NO.

With reference to the above, we enclose for your attention a Bill of Exchange, together with the respective Letter of Credit. Payment should be made by way of CHAPS. The account details are as follows:

[National Westminster Bank Plc City of London Office PO Box 12258

1 Princes Street London EC2R 8AP] Please quote Member Code

Yours faithfully

for Manager Market Services

By: Name:

Title: Your ref: Our ref: MEM/ / / /C911f:

BILL OF EXCHANGE

The Society of Lloyd's

Trustee of

Letter of Credit No. [●]

Please pay in accordance with the terms of the Letter of Credit to our order the amount of $[●]

For and on behalf of

Authorised Signatory Market Services

To: Barclays Bank PLC

as the Agent

Letter of Comfort [on Lloyd's letterhead]

Private and confidential

For the attention of:

Inigo Corporate Member Limited
London Bridge 2 PCC Limited acting on behalf of its segregated cell 16
Barclays Bank PLC
National Westminster Bank PLC
ING Bank N.V., London Branch
SMBC Bank International plc
Lloyds Bank PLC
ABN AMRO Bank N.V.
HSBC Bank plc
The Bank of Nova Scotia, London Branch

Date: [ l ]

Our reference [ l ]

Dear Sirs

Inigo Corporate Member Limited ("Applicant"): FUNDS AT LLOYD'S

We acknowledge that the Applicant has provided or will provide Funds at Lloyd's as follows:-

cash and/or investments deposited or will be deposited by or for the Applicant by London Bridge 2 PCC Limited acting on behalf of its segregated cell 16, will be $[ l ]) ("Own FAL"); and
an irrevocable letter of credit issued in favour of Lloyd's by Barclays Bank PLC, National Westminster Bank PLC, ING Bank N.V., London Branch, Lloyds Bank PLC, SMBC Bank International plc, ABN AMRO Bank N.V., HSBC Bank plc and The Bank of Nova Scotia, London Branch, as issuing banks, in the amount of $620,000,000 (the "Secondary FAL"),

(1 and 2 above together being, the "FAL") to be used to support and stand security for the general business at Lloyd's of the Applicant as a continuing member of Lloyd's.

You have requested that, in the event of FAL having to be applied in respect of Lloyd's obligations of the Applicant incurred in respect of any underwriting year of account, Lloyd's would make the application, under the applicable trust instrument, in the following order:

first, the Own FAL, to the extent not already drawn down, until such Own FAL is exhausted;
second (and only once Own FAL has been exhausted), the Secondary FAL.

As you are aware, Funds at Lloyd's are held by Lloyd's in its capacity as trustee under the relevant trust instrument and any decision to drawdown or apply any Funds at Lloyd's under the relevant trust instrument in respect of Lloyd's obligations involves an exercise of discretion in the light of the circumstances prevailing at the time of such decision. However, although no binding undertaking can be given now by Lloyd's as to the order of drawdown or application of the FAL, we confirm that in the event of the FAL having to be drawn down or applied, Lloyd's will take into account your request that such FAL be drawn down or applied in the order referred to above.

Please note that our acknowledgement as to the above order of drawdown and application is subject to the preparation and execution of the appropriate documentation and submission of the appropriate assets.

For the avoidance of doubt, Lloyd's shall not be responsible to you or any other person for any losses incurred by you or such other person as a consequence of acting in reliance upon this letter.

This letter supersedes any prior letter issued by us in relation to the Applicant with respect to its Funds at Lloyd's.

Yours faithfully

Authorised Signatory

The Society & Council of Lloyd's

Telephone: 01634 392940

Fax: 01634 392366

Email: neil.marsh@lloyds.com

Form of Accession Letter

To: Barclays Bank PLC as Agent

From: [Subsidiary] and Inigo Corporate Member Limited

Dated: [ l ]

Dear Sirs

We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.
[Subsidiary] agrees to become an Additional Guarantor and to be bound by the terms of the Agreement as an Additional Guarantor pursuant to clause ‎21.2 (Additional Guarantors) of the Agreement. [Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction].
[Subsidiary's] administrative details are as follows:

Address: [ l ]

Attention: [ l ]

This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.
This Accession Letter is entered into by deed.

Inigo Corporate Member Limited [Subsidiary]

By: By:

Form of Resignation Letter

To: Barclays Bank PLC as Agent

From: [resigning Guarantor] and Inigo Corporate Member Limited

Dated: [ l ]

Dear Sirs

Inigo Corporate Member Limited

$620,000,000 Letter of Credit Facility Agreement originally dated 3 November 2021, as amended and restated on 31 October 2022, 26 October 2023 and 29 October 2024, as amended pursuant to an amendment agreement dated 23 December 2024 and as further amended and restated on __________ 2025 (the "Agreement")

We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.
Pursuant to clause ‎21.3 (Resignation of a Guarantor), we request that [resigning Guarantor] be released from its obligations as a Guarantor under the Agreement.
We confirm that:
no Default is continuing or would result from the acceptance of this request; and
[ l ].2
This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

Inigo Corporate Member Limited [resigning Guarantor]

By: By:

2 Insert any other conditions required.

Timetables

Delivery of a duly completed Utilisation Request (clause ‎3.1 (Delivery of a Utilisation Request)	U-5<br><br>9.30 a.m.
Agent determines (in relation to a Utilisation) the amount of the Utilisation and notifies the Lenders, if required under clause ‎3.5(b) (Notification)	U-5<br><br>12 noon.

"U" = date of utilisation

"U - X" = X Business Days prior to date of utilisation

SIGNATURES

[Signature pages not restated]

[Signature pages – Inigo FAL facility – Fourth Amendment and Restatement Agreement]	1

EX-10.96

EXHIBIT 10.96

RADIAN GROUP INC.

BENEFIT RESTORATION PLAN

WHEREAS, Radian Group Inc. (Radian) and its subsidiaries established the Radian Group Inc. Benefit Restoration Plan effective on January I, 2007 (the Original Plan); and

WHEREAS, Radian and its subsidiaries desire to amend and restate the Original Plan for the purpose of amending certain terms of the Original Plan, and to adopt the terms of this Plan as the complete expression of their covenants, agreements, and undertakings with respect to the Plan, thereby superseding the Original Plan in its entirety.

NOW, THEREFORE, this Radian Group Inc. Benefit Restoration Plan is adopted, on the following terms and conditions:

ARTICLE I: INTRODUCTION

Purpose. Radian and its subsidiaries (collectively with Radian, the Employer) have established this Radian Group Inc. Benefit Restoration Plan (the Plan) to (a) amend and restate in its entirety the Original Plan, and (b) attract and retain key employees by providing additional retirement benefits to employees whose benefits under the Radian Group Inc. Savings Incentive Plan (the Savings Plan) are limited by reason of Section 40l(a)(l 7) of the Internal Revenue Code of 1986, as amended (the Code).
Legal status. The Plan shall be maintained primarily to provide deferred compensation for a select group of highly-compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(l) of Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Employer intends the Plan to be unfunded for purposes of ERISA and the Code and to satisfy the requirements of Code Section 409A. Plan provisions shall be interpreted consistent with this intent.
Effective date. The Plan shall take effect on January 1, 2007.

ARTICLE II: ADMINISTRATION

Plan administrator. The Compensation and Human Resources Committee of Radian's Board of Directors shall administer the Plan (the Administrator). The Administrator may appoint one or more delegates to discharge any or all of its responsibilities under the Plan. The Administrator and its delegates shall have all of the discretionary authority, rights, and duties that are necessary or appropriate for the proper administration of the Plan and may retain and rely upon financial, accounting,
and legal advisors, as they see fit. The decisions of the Administrator and its delegates, including (but not limited to) interpretations and determinations of amounts due under the Plan, shall be final and binding on all parties. To the extent the law allows, the Administrator and its delegates shall incur no liabilities with respect to the administration of the Plan.
Plan Year. The Plan Year shall be the calendar year.

ARTICLE III: ELIGIBILITY

Plan participation. An employee shall be a participant in the Plan (Participant) in each Plan Year in which his or her Compensation exceeds the limit on compensation under Code Section 401(a)(l 7) ($225,000 for 2007). For purposes of this Plan, Compensation means a Participant's base salary, bonus, and commission income that is paid in the Plan Year, the sum of which does not exceed the greatest of(i) the Participant's base salary plus the Participant's bonus up to (but not exceeding) 25% of his or her base salary, (ii) the Participant's base salary plus the Participant's commission income up to (but not exceeding) 25% of his or her base salary, or (iii) 75% of the sum of the Participant's base salary and commission income. For purposes of this Plan, commission income shall include quarterly Management-Based Objectives. A Participant shall remain a Participant as long as he or she has an account balance in the Plan.

ARTICLE IV: ACCOUNTS

Establishment of accounts. The Administrator shall establish a bookkeeping account for each Participant to which the contributions described in Article V will be credited and sub-accounts to keep track of the Participant's matching contributions (Matching Contribution Sub-Account), discretionary contributions (Discretionary Contribution Sub-Account), transition credits (Transition Credit Sub-Account), and SERP-related benefits (SERP Sub-Account). The accounts and sub-accounts shall be adjusted daily to reflect distributions and any income, gains, and losses.
Investment credits. The Administrator shall offer Participants a choice of a Radian Common Stock fund and two or more mutual funds in which their account balances will be deemed to be invested. The Administrator may add to, eliminate, or modify these hypothetical investment options from time to time. Participants' accounts shall be valued and Participants may reallocate their account balances among the funds on a daily basis, subject, with respect to investments in the Radian Common Stock fund, to the Participants' compliance with Radian's insider trading policy. Until the hypothetical investment options are made available, the Plan shall credit Participants' account balances with interest at an annual rate of 4.73%.

ARTICLE V: CONTRIBUTIONS

Matching contributions. For each Plan Year, the Employer shall contribute to each Participant's Matching Contribution Sub-Account an amount equal to 6% of the Participant's Eligible Compensation that is paid in the Plan Year. For purposes of this Plan, Eligible Compensation shall be defined as (i) the Participant's Compensation as defined in Section 3.1 above, minus (ii) the Participant's "Compensation" as such term is defined in Section l.13(a) of the Savings Plan, as limited by Section l.13(d) thereof(or any successor definition).
Discretionary contributions. The Employer may, but is not obligated to, make discretionary contributions to the Plan for any Plan Year. Such contributions, if made, shall be allocated to each Participant's Discretionary Contribution Sub-Account and may, at the Employer's option, be either (i) a flat dollar amount, which shall be the same for each Participant or (ii) a percentage of Eligible Compensation.

A Participant shall be eligible to share in a discretionary contribution if he or she performs at least 1,000 hours of service in, and is employed on the last day of, the Plan Year to which the discretionary contribution relates. A Participant shall be deemed employed on the last day ofa Plan Year ifhe or she is on Family and Medical Leave Act or military leave and returns to work within the time prescribed by law. A Participant shall be deemed eligible to share in a discretionary contribution for a Plan Year if he or she dies, suffers a disability (as defined in Radian's long-term disability plan) or retires on or after his or her early or normal retirement date during the Plan Year.

For purposes of this Section 5.2, a Participant's early retirement is the date he or she attains age 55 and completes at least 6 years of service with the Employer and a Participant's normal retirement date is the first day of the month coincident with or next following the date on which the Participant attains age 65. For purposes of this Plan, a year of service is any year in which the Participant performs at least 1,000 hours of service for the Employer, including years before the effective date of the Plan.

Anything to the contrary notwithstanding, the Employer may, in its sole discretion, award discretionary contributions to Participants who have not otherwise met the requirements for such contributions under this Section 5.2.

Transition credits. The Employer shall contribute a percentage of a Participant's Eligible Compensation to the Transition Credit Sub-Account of each Participant who is eligible for transition credits under the Savings Plan for a Plan Year. The contribution shall be subject to the same terms and conditions, including (but not

limited to) the same contribution percentage, as the Participant's Savings Plan transition credits.

SERP-related benefits. The Employer shall establish a SERP Sub-Account for each employee who was a participant in the Radian Group Inc. Supplemental Executive Retirement Plan (SERP) on December 31, 2006. The Employer shall contribute to the SERP Sub-Account an amount equal to the present value of the employee's SERP benefits, determined as of December 31, 2006, using reasonable actuarial assumptions. The
Employer's contribution shall include the present value of any special SERP benefits that are provided for in any employment or other agreement between the Employer and an employee.

ARTICLE VI: VESTING

Vesting. Contributions to a Participant's Matching Contribution Sub-Account and Transition Credit Sub-Account, and any income and gains attributable to the contributions, shall be immediately 100% vested. Contributions to a Participant's Discretionary Contribution Sub-Account, and any income and gains attributable to the contributions, shall become 100% vested when the Participant completes 3 years of service with the Employer, dies, or suffers a disability (as defined in Radian's long-term disability plan) or when the Employer experiences a Change in Control (as defined below). Contributions to a Participant's SERP Sub-Account, and any income and gains attributable to the contributions, shall become 100% vested when the Participant completes 10 years of service with the Employer, dies, or suffers a disability (as defined in Radian's long-term disability plan).

For purposes of this Plan, a Change in Control shall be deemed to have taken place if (i) any Person (except for an employee or his or her family, the Employer, or any employee benefit plan of the Employer or of any Affiliate, or any Person or entity organized, appointed or established by the Employer for or pursuant to the terms of any such employee benefit plan), together with all Affiliates and Associates of such Persons shall become the Beneficial Owner in the aggregate of 20% or more of the shares of the Employer then outstanding and entitled to vote for directors generally, (ii) any Person (except an employee and his or her family), together with all Affiliates and Associates of such Person, purchases substantially all of the assets of the Employer, or (iii) during any 24-month period, individuals who at the beginning of such period constituted Radian's Board of Directors cease for any reason to constitute a majority thereof, unless the election, or the nomination for election by Radian's stockholders, of at least 75% of the directors who were not directors at the beginning of such period was approved by a vote of at least 75% of the directors in office at the time of such election or nomination who were directors at the beginning of such period. For purposes of this definition, the terms "Affiliate", "Associate" and "Beneficial Owner" shall have the respective meanings ascribed to such terms under the Securities Exchange Act of 1934 (the Act) and the rules

and regulations under the Act; and the term "Person" shall mean any individual firm, corporation, partnership or other entity.

Forfeitures. A Participant who separates from the Employer's service for reasons other than death or disability (as defined in Radian's long-term disability plan) shall forfeit any unvested balance in his or her Discretionary Contribution and SERP Sub-Accounts. In addition, a Participant shall forfeit all benefits under the Plan, including all existing account balances, regardless of whether they are vested, if the Employer terminates his or her employment for acts that constitute embezzlement of funds, gross negligence or deliberate misconduct, or for acts or omissions involving moral turpitude, breach of a material provision of any agreement between the Participant and the Employer, or violation of any material written policy of the Employer.

ARTICLE VII: PAYMENT OF BENEFITS

Separation from Service in 2007. This Section 7.1 shall apply only to Participants who Separate from Service in 2007. Such a Participant's benefits shall be paid in cash and, at the Participant's election, in either a single lump sum or up to 15 annual installments. Payment of the Participant's benefit shall commence on the day on which the Participant Separates from Service, or as soon as administratively feasible (but in no event later than 30 days) thereafter. If the benefit is payable in annual installments, the second and subsequent installments shall be paid each year on the anniversary date of the first installment. Each year's installment shall be determined by dividing the Participant's current account balance by the number ofremaining installments.

A Participant shall elect the form of his or her benefit before the beginning of the Plan Year in which he or she first becomes eligible to participate in the Plan or, to the extent Code Section 409A permits, within 30 days after he or she first becomes eligible to participate in the Plan. The election shall be in writing on a form provided by the Employer. If a Participant fails to make a timely election, his or her benefit shall be paid in a single lump sum. Notwithstanding a Participant's payment election, the Participant's benefit shall be paid in a single lump sum if the value of the Participant's account balance is less than $10,000 (adjusted for annual increases in the Consumer Price Index following the effective date of this Plan and rounded to the nearest $1,000) on the date of his or her Separation from Service.

Separation from Service after 2007. This Section 7.2 shall apply to Participants who Separate from Service on or after January 1, 2008. Such a Participant's benefit shall be paid in cash in a single lump sum on the day on which the Participant Separates from Service, or as soon as administratively feasible (but in no event later than 30 days) thereafter.
Specified employees. Notwithstanding Sections 7.1 and 7.2, the benefits of a Specified Employee who Separates from Service for a reason other than death shall commence on the first day of the seventh month following the month in which the separation occurs, or as soon as administratively feasible (but in no event later than 30 days) thereafter. If the benefit is payable in annual installments, the second and subsequent installments shall be paid each year on the anniversary date of the first installment.

For purposes of this Plan, a Specified Employee means an individual who satisfies the definition of "specified employee" under Code Section 409A at any time during the applicable look-back year. If an individual's Separation from Service occurs on or after April 1 of a Plan Year, the applicable look-back year is the preceding Plan Year. If an individual's Separation from Service occurs between January 1 and March 31, inclusive, the applicable look-back year is the second Plan Year preceding the Plan Year of separation. An individual's status as a Specified Employee shall be determined in a manner consistent with Code Section 409A.

Definition of Separation from Service. For purposes of this Plan, a Participant has a Separation from Service when the Participant ceases to be employed by the Employer as a result of the Participant's death, retirement, or other termination of employment. Whether a Separation from Service has occurred shall be based on all of the relevant facts and circumstances as set forth in IRS Reg 1.409A-1(h)(l )(ii). Provided, however, that a Participant's employment relationship shall be treated as continuing while he or she is on military leave, sick leave, or other bona fide leave of absence, if (i) the period of such leave does not exceed six months or, if longer, so long as the Participant's right to reemployment with the Employer is provided by statute or contract and (ii) there is a reasonable expectation that the employee will return to perform services for the Employer. If the period ofleave exceeds six months and the Participant's right to reemployment is not provided by statute or contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period.

Anything to the contrary notwithstanding, a 29-month period shall be substituted for the six-month period in the event a Participant's leave of absence is due to a medically-determinable mental or physical impairment that can be expected to result in death or last for a continuous period of at least six months and that causes the Participant to be unable to perform the duties of his or her position or any substantially-similar position.

Death benefits. A Participant shall designate the beneficiary (or beneficiaries) who shall receive benefits payable upon the Participant's death and may change or revoke the designation without the consent of any beneficiary. The designation shall be in writing on a form provided by the Employer. Notwithstanding a Participant's payment election, the Participant's designated beneficiary (or beneficiaries) shall be paid the Participant's entire account balance in cash in a single lump sum on the first day of the second month following the month in which the Participant dies, or as soon as administratively feasible (but in no event later than 30 days) thereafter. If a Participant fails to designate a beneficiary, or survives his or her beneficiaries, payment shall be made to the Participant's estate.

7.5 Tax withholding. Each Participant acknowledges that his or her Plan benefit shall be reduced by any and all federal, state, and local taxes, which the Employer is required to withhold.

ARTICLE VIII: SOURCE OF PAYMENTS

Benefits and expenses. The Plan shall be unfunded within the meaning of ERISA and the Code. Subject to Section 8.2, benefits and expenses shall be paid solely from the Employer's general assets. The Employer shall not be required to set aside, earmark, or escrow any funds or other assets to satisfy its obligations under the Plan. No Participant or beneficiary shall have an interest in any specific assets of the Employer, other than the unsecured right to receive benefits under the Plan. In this regard, each Participant acknowledges that the term "contributions" in Articles IV and V refers only to the bookkeeping credits used to track his or her benefits under the Plan.
Rabbi trust. The Employer may establish a rabbi trust and, in its sole discretion,
contribute funds or other assets at such times and in such amounts as it deems appropriate to help satisfy its obligations under the Plan. The trustee of the rabbi trust shall be a bank or other independent financial institution and shall be authorized to invest the trust assets, subject to investment guidelines set by the Administrator and applicable law. The rabbi trust shall be an employer grantor trust under Code Sections 671 through 679, the assets of which are available to pay the claims of the Employer's creditors in the event of the Employer's insolvency.

ARTICLE IX: CLAIMS PROCEDURE

Claims procedure. In general, the payment of Plan benefits shall be automatic and no claim for benefits need be filed. However, a Participant or beneficiary may submit a claim for benefits in writing to the Administrator. If the claim is denied (in whole or in part), the claimant shall receive from the Administrator notice in writing, in a manner calculated to be understood by the claimant, setting forth the specific reasons for the denial, with reference to pertinent Plan provisions. The notice shall be provided within 90 days (or 45 days, in the case of a disability claim) of the date the claim for benefits is received. Any disagreements about the interpretation of the Plan or the claimant's rights under the Plan may be appealed within 60 days to the Administrator. The Administrator (or a person or persons independent of the Administrator, in the case of a disability claim) shall respond to the appeal within 60 days (or 45 days, in the case of a disability claim) with notice in writing fully disclosing and explaining the decision.

ARTICLE X: MISCELLANEOUS PROVISIONS

Amendment and termination of Plan. Radian reserves the right to amend, discontinue, or terminate the Plan at any time, or discontinue contributions on behalf of any Participant, by action of its Board of Directors. However, except as provided in Section 6.2, no amendment, discontinuance, or termination shall reduce a Participant's benefits that are earned and vested prior to the date of the amendment, discontinuance, or termination. The Employer may not accelerate the timing of benefit payments upon Plan termination, except to the extent Code Section 409A permits.
Non-alienation of benefits. The interests of a Participant or beneficiary under the Plan shall not be subject to the claims of the Participant's or beneficiary's creditors and may not be voluntarily or involuntarily sold, transferred, pledged, alienated, assigned, anticipated, or encumbered. Any attempt by a Participant or beneficiary to sell, transfer, pledge, alienate, assign, anticipate, or encumber any right to Plan benefits shall be null and void.
No employment rights. The Plan does not constitute a contract of employment and participation in the Plan does not give a Participant the right to continue employment with the Employer or limit the Employer's right to discharge any employee with or without cause.
Indemnification. In furtherance and not in limitation of Section 2.1, the Employer shall indemnify and hold harmless the Administrator, any delegate thereof, and any employee who may act on behalf of the Employer in the administration of this Plan from and against any liability, loss, cost, or expense (including reasonable attorneys' fees) incurred at
any time as a result of or in connection with any claims, demands, actions, or causes of action of any Participants, any person claiming through or under any

of them, or any other person, party, or authority claiming to have an interest in this Plan or standing to act for any persons or groups having an interest in this Plan, for or on account of any of the acts or omissions (or alleged acts or omissions) of the Administrator, any delegate thereof, or any such employee, except to the extent resulting from such person's willful misconduct.

10.5 Successors. The Plan shall be binding on the Employer and its successors and assigns and on every Participant and beneficiary.

Severability. In case any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had never been set forth.
Controlling law, To the extent not superseded by the laws of the United States, the laws of the Commonwealth of Pennsylvania shall be controlling in all matters relating to the Plan, without regard to that state's conflict of laws provisions.

EX-10.97

EXHIBIT 10.97

2026 AMENDMENT TO

RADIAN GROUP INC.

BENEFIT RESTORATION PLAN

WHEREAS, Radian Group Inc. (“Radian”) and its subsidiaries (collectively, the “Employer”) established and maintain the Radian Group Inc. Benefit Restoration Plan (the “Plan”);

WHEREAS, Section 10.01 of the Plan provides that Radian reserves the right to amend the Plan at any time, by action of its Board of Directors (the “Board”), provided that no amendment reduces a Plan participant’s benefits that are earned and vested prior to the date of the amendment; and

WHEREAS, the Board has determined that the Plan should be amended to clarify eligible categories of employees of the Employer and make other clarifying changes.

NOW, THEREFORE, the Plan is hereby amended as follows, effective as of January 1, 2026:

Section 2.1 of the Plan (“Plan administrator”) is amended to replace the reference to the “Compensation and Human Resources Committee” therein with the “Compensation and Human Capital Management Committee.”
Section 3.1 of the Plan (“Plan participation”) is amended in its entirety as follows, with additions shown in bold italic and deletions shown in strikethrough below:

“Plan participation. An U.S. employee of the Employer who is employed or otherwise retained by, or who primarily provides services to, Radian or a subsidiary or affiliate of Radian that is incorporated or established inside the U.S. shall be a participant in the Plan (Participant) in each Plan Year in which his or her Compensation exceeds the limit on compensation under Code Section 401(a)(17) ($225,000 for 2007 $360,000 for 2026). Any employees who do not satisfy the requirements described in the preceding sentence shall not be eligible to participate in the Plan. For purposes of this Plan, Compensation means a Participant's base salary, bonus, and commission income that is paid in the Plan Year, the sum of which does not exceed the greatest of (i) the Participant's base salary plus the Participant's bonus up to (but not exceeding) 25% of his or her base salary, (ii) the Participant's base salary plus the Participant's commission income up to (but not exceeding) 25% of his or her base salary, or (iii) 75% of the sum of the Participant's base salary and commission income. For purposes of this Plan, commission income shall include quarterly Management-Based Objectives. A Participant shall remain a Participant as long as he or she has an account balance in the Plan.”

In all respects not amended herein, the Plan is ratified and confirmed.

IN WITNESS WHEREOF, Radian has caused this Amendment to be executed by its duly authorized officer on this 10th day of February, 2026.

Radian Group Inc.

BY: /s/ Dana Keyser Name: Dana Keyser Title: SVP, Total Rewards

EX-19

EXHIBIT 19

POLICY NAME: Insider Trading Policy	BUSINESS UNIT: Radian Legal
PAGES: 8	REPLACES POLICY DATED:<br><br>7/21/2025
EFFECTIVE DATE: 2/2/2026	REFERENCE NUMBER: 2023-1
POLICY OWNER: Liane Browne
APPROVED BY: Beth Diffley

Purpose

This Insider Trading Policy is referenced in and supplements Radian’s Code of Conduct and Ethics. It sets out clear guidelines for compliance with securities laws, advises us of our responsibilities and increases our overall awareness regarding trading in Radian securities. This Insider Trading Policy is intended to help us recognize – and avoid - unintended violations and even the appearance of an improper transaction involving Radian securities.

Scope

This Policy covers all employees (whether full-time, part-time, temporary or contract) and all board members and everyone else who acts on behalf of Radian Group Inc., its subsidiaries and controlled affiliates (“Radian”, the “Company” or “We”) (Any reference to “you” in this Policy includes all these individuals).

Roles and Responsibilities

This Policy applies to everyone who acts on behalf of Radian, its subsidiaries and controlled affiliates, specifically:

All regular full-time and part-time employees, regardless of their business unit or subsidiary
All Radian temporary and contract workers
Members of Radian Group Inc.’s Board of Directors and all board members of Radian Group Inc.’s subsidiaries and controlled affiliates
Everyone else acting on the Company’s behalf.

Additionally, this Policy applies to any entities that you influence or control, including any corporations, partnerships or trusts, such as a trust set up for you or the benefit of one of your family members and through which the SEC may attribute “beneficial ownership” to you.

Key Terms

“Insider Trading” is the transacting in securities while in possession of material, nonpublic information that could affect the value of the security. Insider Trading violations may also include “tipping” or disclosing such nonpublic information to others.

A “Trading Plan” is an agreement with a third-party to execute transactions on your behalf in the future pursuant to certain pre-established conditions that you establish as part of the Trading Plan.

A “Trading Window” will open each fiscal quarter for a period beginning one full trading day after our earnings release and ending on the last trading day of the first week of the last month of the quarter. If the last day of the Trading Window falls on a holiday or a weekend, the last day of the Trading Window will be the last business day prior to the end of the Trading Window.

Policy

This Insider Trading Policy applies to all “transactions” (i.e., buying, selling or gifting) involving

Radian’s securities, including equity securities (e.g., common stock), debt securities (e.g., publicly traded senior debt), and derivative securities relating to these securities (collectively, “Company Securities”).

While working for Radian, we have a responsibility to handle material nonpublic (or “inside”) information regarding Radian appropriately and to avoid using that information to engage in Insider Trading. We may not transact in Company Securities if we are aware of material nonpublic information about Radian.

We also may not pass inside information on (so-called “tipping”) to others who may use it to transact.

Policy Details

What Kind of Information is Concerning?

It is a violation of this Insider Trading Policy to transact in Company Securities or to tip others who transact in Company Securities on the basis of information regarding Radian that is both non-public and material. Typically, information is considered non-public until it has been disclosed through an established company communication channel that is designed to reach investors, such as a press release or filing with the SEC, and a full trading day has passed.

Information is considered material if a reasonable investor would consider it important to know when deciding to transact in the company’s securities.

Common examples of inside information include:

Annual or quarterly earnings;
A dividend increase or decrease;
A new or revised earnings estimate;
A significant expansion or curtailment of operations;
A significant increase or decrease in sales or earnings;
A purchase or sale of substantial assets;
Mergers, acquisitions or tender offers;
A significant increase or decrease in defaults, cures or claims;
New products or products still being developed;
Significant corporate borrowing or a default under a corporate borrowing;
Major litigation;
Liquidity issues;
A major loss event in our insurance businesses;
Offerings of Radian Securities;
Changes in debt ratings;

Stock splits;
Substantive items of unusual or non-recurrent nature; and
Changes in the board of directors or executive management.

This list is not meant to be exhaustive, and even information about events or actions that are not certain to happen – such as a possible major contract, acquisition or divestiture – can be inside information.

If you have questions about confidential information and trading in securities, please call the General Counsel (x1658), the Corporate Secretary (x1057) or the Deputy General Counsel, Securities Compliance (x1519).

What Would Happen if I Engage in Insider Trading?

Insider Trading is a violation of the law, this Policy and the Code of Conduct.

Penalties for violating the Insider Trading laws can be severe and include both civil liability and

criminal penalties, including potential jail time. If you are convicted of Insider Trading, you may be liable for up to three times the amount of profit gained or loss avoided as a result of any such unlawful sale or purchase transaction. If you tip another person who then transacts in public company securities, both you and the person receiving the tip may be liable, even if the person receiving the tip did not knowingly engage in Insider Trading, and even if you did not profit from the transaction. Of course, violating this Policy can result in a termination of your employment.

Protections to Help Avoid Insider Trading.

There are a number of processes and controls in place at Radian to help you avoid Insider Trading, which are outlined below:

Trading Requirements and Restrictions

Trading Notifications. Whenever you wish to transact in Company Securities, you are required to notify Radian in writing prior to any transaction in Company Securities by completing and sending the Trading Notification form. By signing the Trading Notification form, you acknowledge your obligations under the Trading Policy and represent that you are not in possession of any material nonpublic information regarding Radian. The Trading Notification is good for two business days following submission. If the transaction does not occur within the two business days, you must file a new trading notification form.

Trading Window Periods. Certain persons may transact in Company Securities only during an open Trading Window. Persons subject to the Trading Window restrictions include: (1) Preclearance Persons (as defined below); and (2) any other Radian employees identified by Radian’s executive leadership as having access to material nonpublic information about Radian in their normal work at Radian.

Event-Specific Blackouts. At times, we experience material nonpublic developments in our business and are required to impose event-specific blackout periods. We do this through the General Counsel’s office. These blackout periods always apply to the Preclearance Persons, and the General Counsel may notify other employees that they are subject to the blackout period. The General Counsel’s office will notify impacted employees when the event-specific blackout has been lifted. If you are subject to an event-specific blackout period, you may not transact even if there is an open Trading Window.

Additional Requirements for Preclearance Persons. The General Counsel or the Chief Financial Officer or Chief Principal Officer (as such term is defined under the SEC’s rules and regulations) must preclear all transactions in Company Securities for those individuals who are subject to reporting obligations with the SEC, including: (1) directors; and (2) “executive officers” as defined under the Securities Exchange Act of 1934, as amended (the “1934 Act”). Preclearance Persons must contact the General Counsel or the Chief (Principal) Financial Officer to obtain prior approval of a contemplated transaction. If approval is received, it is good for two business days after receipt as long as the Preclearance Person does not acquire material nonpublic information during the two-day period. If the transaction does not occur within two business days, preclearance must be obtained again before carrying out the transaction. Preclearance Persons must also notify the General Counsel immediately after carrying out a transaction. In addition, transactions in Radian Securities by entities that you control will be attributable to you for purposes of this Policy as if you personally had conducted the transaction. As a result, you are responsible for ensuring that any such entities are informed of, and comply with, this Policy, including by seeking preclearance for yourself (on behalf of such entities) should they plan to transact.

General. The limitations do apply to open-market purchases and sales, market sales of stock received upon the exercise of stock options, gifts of Company Securities and decisions to exit the Radian common stock fund under Radian’s 401(k) plan. The limitations described here do not apply to employee stock purchase plan purchases.

10b5-1 Trading Plans

Transactions in Company Securities may be made pursuant to a Trading Plan in accordance with Rule 10b5-1(c) under the 1934 Act (“Rule 10b5-1”). In order to be effective, you may only enter into or modify a Trading Plan when you are not in possession of material, nonpublic information. However, once established, transactions made pursuant to the Trading Plan may occur at times when you are in possession of material nonpublic information. As a result, transactions in Company Securities executed under a Trading Plan need not be limited to the Trading Window or subject to Preclearance at the time of transaction. A Trading Plan must comply with the following:

The Trading Plan or modification of an existing Trading Plan must be approved in writing in advance by the General Counsel or Chief (Principal) Financial Officer, and a copy of the new or modified Trading Plan must be filed with the General Counsel promptly upon entering into (or modifying) the Trading Plan;
Unless otherwise approved by the Company’s General Counsel, the Trading Plan must be conducted through Fidelity, with whom the Company maintains a relationship to manage stock transactions;
As part of the Trading Plan document, you must provide a written representation that, at the time of entering into (or modifying) the Trading Plan, you are not then in possession of any material nonpublic information and that you are acting in good faith and not as part of a plan to evade the prohibitions of Rule 10b-5;
The Trading Plan must provide for a “cooling-off period” between the date of execution of the Trading Plan and the date the initial transaction can be made, and the duration of the cooling off period must be at least the minimum period required of such person

under applicable law. The cooling-off period must be:
For Preclearance Persons: at least 90 days, or until two business days following filing of the Form 10-Q or 10-K for the quarter in which the plan was adopted,

whichever is longer (and not to exceed 120 days)

For all others: at least 30 days;
A maximum term of 12 months;
If a Trading Plan is modified, a new “cooling off” period must be observed before transactions are reinstated;
Preclearance Persons must report to the General Counsel any transaction in Company Securities pursuant to a Trading Plan immediately after carrying out the
transaction; and
A Trading Plan must comply with any other applicable legal requirements and Rule 10b5- 1.

In addition, if you are subject to the Trading Window, you may establish (or modify) a Trading Plan only during a Trading Window. You do not need to separately file a Trading Notification upon entering into a Trading Plan.

In addition, if you terminate a Trading Plan prior to the end of its term, you must promptly notify the General Counsel in writing in order to assist the Company in complying with its public disclosure requirements.

For more information regarding a Trading Plan, please feel free to contact Human Resources or the Deputy General Counsel, Securities Compliance (x1519).

What Else Should I be Aware of?

Certain Prohibited Transactions – Anti-Hedging Policy and Anti-Pledging Policy

Radian considers it improper and inappropriate for any of us to engage in speculative transactions in Company Securities. This applies while we are employed or providing service to Radian. We are prohibited from engaging in any form of hedging or monetization transaction that allows a person to continue to own Company Securities without the full risks and rewards of ownership; and from pledging of Radian securities that could result in a forced sale at a time when a person may possess material nonpublic information, including during a period other than an open Trading Window. Such activities include, among others and without limitation, the following transactions:

Short Sales. Short sales of Company Securities, (i.e., where a person borrows Company Securities, sells them and then buys Company Securities at a later date to replace the borrowed securities, or where a person already has sufficient shares of Company Securities to sell, but does not deliver them until a later date).
Puts and Calls. Buying or selling puts or calls of Company Securities. A put is a right to sell a specific security at a specific price prior to a set date, and a call is a right to buy a specific security at a specific price prior to a set date.

Pledging or Trading on Margin. Pledging Radian securities as collateral for a loan or holding Radian securities in a margin account.

Post-Employment Trading

The legal prohibition against Insider Trading continues to apply to transactions in Company Securities even after our employment or service with Radian has terminated. If we are aware of material nonpublic information when our employment or service terminates, applicable law provides that we may not transact in Company Securities or disclose the information until the information has become public or is no longer material.

While Preclearance Persons are no longer required to seek preclearance prior to transacting in Company Securities once their service with Radian concludes, such individuals remain subject to Compliance with Section 16 under the SEC’s regulations (as discussed below).

Post-Trade Reporting – Compliance with Section 16

Section 16 of the 1934 Act imposes reporting obligations and short-swing trading restrictions on Radian’s directors and executive officers. Violations can be costly to individuals and embarrassing to Radian. Under Section 16(b), directors and executive officers must forfeit to Radian any “short- swing” profit deemed to be realized by them on a matched purchase and sale, or sale and purchase, of Company Securities within any six-month period, unless one or both of the transactions are exempt from Section 16(b) liability. A failure to report holdings and transactions in Company Securities in compliance with Section 16(a) can result in significant civil fines for directors and executive officers.

As a director or officer, Section 16 may remain applicable to you on a limited basis for up to six months after leaving your employment at Radian. For example, in certain circumstances, if you engage in a transaction in Company Securities during the six months prior to leaving your employment at Radian, you will remain subject to Section 16 for six months from the date of the transaction if you engage in an “opposite-way” transaction. As a result, you would be required to report the “opposite-way” transaction on Form 4 within two business days, and you may be required to forfeit to Radian any “short- swing” profit deemed to be realized on a matched purchase and sale, or sale and purchase. Upon leaving Radian, you should confer with the General Counsel regarding any post-employment trading considerations that might be relevant during the period of time that you remain subject to Section 16.

Preclearance Persons must report to the General Counsel or the Chief (Principal) Financial Officer any transaction in Company Securities (including transactions pursuant to a Trading Plan) immediately after carrying out the transaction.

Communications with the Public

Federal securities laws govern the timing and nature of Radian’s disclosure of material information to the public. There are serious consequences for a violation. Radian’s Investor Relations team is responsible for Radian’s communications with the public and arranges for the public release of Radian Group Inc.’s quarterly and annual financial results. Radian’s Disclosure Committee oversees the general disclosure process and helps ensure the accuracy of

information for all public disclosures of Company information.

If you receive general inquiries relating to the Company from outside sources, such as reporters, government officials or others, you must refer the inquiries to the Investor Relations team, or if unavailable, the Chief Executive Officer, Chief (Principal) Financial Officer or General Counsel. Requests for information from securities analysts, stockholders or investors should be referred directly to the Investor Relations team. These restrictions in no way prohibit you from lawfully providing information to the authorities as part of an investigation of corporate conduct where you reasonably believe the conduct may be fraud against the stockholders or a possible violation of Securities and Exchange Commission regulations or other federal fraud statutes.

Unintentional disclosure of information about Radian can be as harmful as a deliberate leak. An unintentional disclosure could occur if sensitive information is discussed in public places, confidential documents are left in public areas, or if confidential information is the subject of

family discussions. Premature disclosure of Radian’s financial results could result in severe and unfavorable consequences for Radian and anyone who discloses the information.

It is our obligation to take prudent and reasonably necessary steps to preserve the confidentiality of Radian’s business information.

Personal Responsibility for Compliance; Failure to Comply

We are ultimately responsible for ensuring that we do not violate the Insider Trading laws or this Insider Trading Policy. As mentioned above, the penalties for violating Insider Trading laws can be severe.

Trading by Family Members and Affiliates

Because of your relationship with Radian, you should be aware that transactions in Company Securities by your family members, individuals living in your household, or by affiliates controlled by you, such as a trust set up for your benefit or the benefit of one of your family members, and through which the SEC may attribute “beneficial ownership” to you, could subject you and them to additional scrutiny given your role with Radian. You should inform your family members of your obligations under this Insider Trading Policy and the extra precautions that they should take when transacting in Company Securities. Remember, it is imperative that we not only avoid any action that would violate Insider Trading rules, but also, that we avoid any circumstances that could give the appearance of impropriety. In addition, entities you control, including trusts where you have the authority to direct the trust’s investment, are subject to the same rules as apply to you under this policy.

Who Do I Contact with Questions or Concerns?

The Insider Trading rules and federal and state securities laws are complex and you should seek help when an issue arises, or if you have a concern.

Please report any questions or concerns immediately and directly to our General Counsel, Corporate Secretary, Deputy General Counsel for Compliance or call the Radian Compliance Hotline at 800-523-1988 x1700, where you can report anonymously. Radian will not tolerate retaliation for making a good faith report. Making a report in good faith means that you provide all of the information you have and believe your report to be true, even if it turns out that you are

mistaken.

Exceptions to this Policy

N/A

References

Code of Conduct and Ethics

Revision History

Revision	Date	Description	Author
1	2/15/2023	Revised policy.	Radian Legal
2	1/14/2025	Technical updates.	Radian Legal
3	7/21/2025	Changes in policy format to meet ECOC guidelines.	Radian Legal
4	2/2/2026	Updated “Scope” and “Roles and Responsibilities” section.	Radian Legal

EX-21

EXHIBIT 21

Subsidiaries of Radian Group Inc. (1)

Name	Domicile
homegenius Inc.	Delaware
homegenius Real Estate Inc.	California
homegenius Real Estate LLC	Delaware
Inigo Limited	United Kingdom
Inigo Managing Agent Limited	United Kingdom
Inigo Corporate Member Limited	United Kingdom
Inigo London Bridge 2 Cell (2)	United Kingdom
Radian Escrow Services Inc.	Delaware
Radian Guaranty Inc.	Pennsylvania
Radian Insurance Inc.	Pennsylvania
Radian Investment Group Inc.	Delaware
Radian Lender Services LLC	Delaware
Radian Liberty Funding LLC	Delaware
Radian Mortgage Securities LLC	Delaware
Radian MI Services Inc.	Pennsylvania
Radian Mortgage Assurance Inc.	Pennsylvania
Radian Mortgage Capital LLC	Delaware
Radian Mortgage Services Inc.	Delaware
Radian Real Estate Management LLC	Delaware
Radian Real Estate Services Inc.	Delaware
Radian REM LLC	Utah
Radian Settlement Services Inc.	Pennsylvania
Radian Settlement Services of Utah LLC	Utah
Radian Technology Services LLC	Delaware
Radian Title Agency Of Texas LLC	Texas
Radian Title Insurance Inc.	Ohio
Radian Title Services Inc.	Delaware
Radian US Holdings Inc.	Delaware
Radian Valuation Services LLC	Pennsylvania
Redbudbridge Limited	United Kingdom

Unless otherwise noted, all subsidiaries are 100% directly or indirectly owned by Radian Group Inc.
100% of non-voting preferred shares owned by Inigo Limited

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-98106; 333-120519; 333-156279; 333-152624; 333-160266; 333-167009; 333-174428; 333-195934; 333-217842; 333-224789; and 333-256036) and Form S-3 (No. 333-270020) of Radian Group Inc. of our report dated February 20, 2026 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

February 20, 2026

EX-31

EXHIBIT 31

CERTIFICATIONS

I, Richard G. Thornberry, certify that:

I have reviewed this Annual Report on Form 10-K of Radian Group Inc.;
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;
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;
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

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: February 20, 2026	/s/ RICHARD G. THORNBERRY
	Richard G. Thornberry<br><br>Chief Executive Officer

I, Daniel Kobell, certify that:

I have reviewed this Annual Report on Form 10-K of Radian Group Inc.;
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;
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;
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:

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):

(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: February 20, 2026	/s/ DANIEL KOBELL
	Daniel Kobell<br><br>Senior Executive Vice President, Interim Chief Financial Officer

EX-32

EXHIBIT 32

Section 1350 Certifications

I, Richard G. Thornberry, Chief Executive Officer of Radian Group Inc., and I, Daniel Kobell, Senior Executive Vice President, Interim Chief Financial Officer of Radian Group Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Annual Report on Form 10-K for the year ended December 31, 2025 (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: February 20, 2026	/s/ RICHARD G. THORNBERRY
	Richard G. Thornberry<br><br>Chief Executive Officer
Date: February 20, 2026	/s/ DANIEL KOBELL
	Daniel Kobell<br><br>Senior Executive Vice President, Interim Chief Financial Officer

10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-11356

RADIAN GROUP INC.

550 East Swedesford Road, Suite 350, Wayne, PA 19087

(215) 231-1000

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

DOCUMENTS INCORPORATED BY REFERENCE

Table of Contents

Glossary of Abbreviations and Acronyms for Selected References

Cautionary Note Regarding Forward-Looking Statements—Safe Harbor Provisions

Summary of Risk Factors

Risks Related to Regulatory Matters

Risks Related to our Business Operations

Risks Related to the Economic Environment

Risks Related to Liquidity and Financing

Risks Related to Information Technology and Cybersecurity

Risks Related to Us and Our Subsidiaries Generally

Risks Related to the Inigo Acquisition

Risks Related to the Divestiture of our Mortgage Conduit, Title and Real Estate Services Businesses

Business Strategy

2025 Highlights

Mortgage Insurance

Overview

Mortgage Insurance Products

Primary Mortgage Insurance

Other Mortgage Insurance Products

Pricing

Primary Mortgage Insurance Premiums

Underwriting

Mortgage Insurance Portfolio Characteristics

Direct Risk in Force

Persistency Rate

Geographic Dispersion

Mortgage Loan Characteristics

Rescissions, Defaults and Claims

Rescissions

Defaults

Claims Management

Claim Denials

Claim Curtailments

Other Claims Matters

Competition

Customers

Sales and Marketing

Investment Policy and Portfolio

Enterprise Risk Management

Overview

Board of Directors

Mortgage Insurance Risk Management

Human Capital Management

Corporate Responsibility

Compensation and Benefits Program

Talent Development and Employee Engagement

Community Involvement

Inigo Acquisition

Regulation

State Regulation

Overview of State Insurance Regulation and Our Insurance Subsidiaries

Mortgage Insurance Capital Requirements and Dividends

Title Insurance Capital Requirements and Dividends

Other Businesses

Information Security

Privacy

Artificial Intelligence

Federal Regulation

GSE Requirements for Mortgage Insurance Eligibility

GSE Requirements for Selling Loans to the GSEs

Housing Finance Reform and the GSEs’ Business Practices

Legislative Reform

Administrative Reform

Other Changes in Business Practices