Keleher Stephen 4

4 · RADIAN GROUP INC · Filed May 19, 2026

AI-generated summary of this filing

Updated May 19, 2026

Radian (RDN) Sr. EVP Stephen Keleher Receives RSU Shares; 5,973 Withheld

What Happened

Stephen Keleher, Senior EVP and Co‑Head of Mortgage Insurance at Radian Group (RDN), had performance- and time‑based RSUs vest on May 15, 2026. A total of 17,890 shares were delivered upon conversion of RSUs (13,050 + 1,837 + 1,490 + 1,513).
To satisfy tax withholding obligations, 5,973 of those shares were withheld at an effective per-share value of $36.93, generating $220,583 to cover taxes. Net shares received by Keleher after withholding were 11,917.
This was not an open-market sale or purchase; it was the distribution/settlement of RSUs and withholding to satisfy tax liabilities (cashless/net settlement).

Key Details

Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (timely filing).
Scope: 17,890 shares acquired via RSU vesting (reported as derivative conversions, code M); 5,973 shares disposed/withheld for taxes (code F) at $36.93/share totaling $220,583.
Net retained shares from this event: 11,917.
Relevant footnotes: vesting/distribution relates to performance-based RSUs granted May 17, 2023 and time-based RSUs granted May 17, 2023, May 22, 2024, and May 21, 2025; withholding was per the company’s equity incentive plan.
Filing timeliness: Filed within the normal Form 4 window (not reported late).

Context

These entries reflect RSU vesting and a standard net-share withholding to cover taxes (a common cashless settlement), not a market sale or a buy signal. Derivative conversion code (M) here indicates RSUs/rights converted into common stock per plan terms.

Form 4

Period: 2026-05-15

Sr. EVP, Co-Head of MI

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-05-15+13,050→ 36,560 total
Exercise/Conversion
Common Stock
[F3][F2]
2026-05-15+1,837→ 38,397 total
Exercise/Conversion
Common Stock
[F4][F2]
2026-05-15+1,490→ 39,887 total
Exercise/Conversion
Common Stock
[F5][F2]
2026-05-15+1,513→ 41,400 total
Tax Payment
Common Stock
[F6]
2026-05-15$36.93/sh−5,973$220,583→ 35,427 total
Exercise/Conversion
Restricted Stock Units - Performance Award
[F2][F1][F7]
2026-05-15−13,050→ 0 total
From: 2026-05-15→ Common Stock (13,050 underlying)
Exercise/Conversion
Restricted Stock Units - Time-based Award
[F2][F3][F7]
2026-05-15−1,837→ 0 total
From: 2026-05-15→ Common Stock (1,837 underlying)
Exercise/Conversion
Restricted Stock Units - Time-based Award
[F2][F4][F7]
2026-05-15−1,490→ 1,490 total
From: 2026-05-15→ Common Stock (1,490 underlying)
Exercise/Conversion
Restricted Stock Units - Time-based Award
[F2][F5][F7]
2026-05-15−1,513→ 3,027 total
From: 2026-05-15→ Common Stock (1,513 underlying)

Footnotes (7)

[F1]Represents distribution of shares of common stock upon the vesting of performance-based RSUs that were granted May 17 , 2023.
[F2]Each RSU represents a contingent right to receive one share of common stock.
[F3]Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 17, 2023.
[F4]Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 22, 2024.
[F5]Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 21, 2025.
[F6]Pursuant to the terms of the Company's equity incentive plan, represents shares withheld by the Company to satisfy the tax liability incurred upon: (a) the distribution of the time-based RSUs granted on May 17, 2023, May 22, 2024, and May 21, 2025; (b) the vesting of 13,050 performance-based RSUs granted May 17, 2023.
[F7]Not Applicable.

Signature

Elizabeth Diffley /s/, Elizabeth Diffley, (POA) Atty-in-fact|2026-05-19

1 file