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RADIAN GROUP INC·4

May 19, 6:57 PM ET

Thornberry Richard G 4

4 · RADIAN GROUP INC · Filed May 19, 2026

Research Summary

AI-generated summary of this filing

Updated

Radian (RDN) CEO Richard Thornberry Receives RSUs; Shares Withheld for Taxes

What Happened

  • Richard G. Thornberry, CEO of Radian Group Inc. (RDN), received 379,799 shares upon the vesting/conversion of RSUs on May 15, 2026. To satisfy tax withholding, 166,165 of those shares were surrendered/withheld at $36.93 per share, generating $6,136,473 in tax withholding proceeds. The filing shows the RSU-to-share conversions as derivative exercises (code M) and the withholding as a tax payment (code F).

Key Details

  • Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (timely under the 2-business-day rule).
  • Withheld shares sold/retained for tax: 166,165 shares at $36.93 = $6,136,473 (code F).
  • Shares distributed upon vesting/converted: 379,799 RSU-derived shares (code M).
  • Shares owned after transaction: not specified in the filing.
  • Notable footnotes:
    • F9: Vesting occurred May 15, 2026 based on satisfaction of performance metrics.
    • F1, F3–F5, F10: Vesting/distributions include a mix of performance- and time-based RSUs from grants in 2022–2025; certain performance-based RSUs (233,982) and some distributions remain subject to a one-year post-vest holding period per the company plan.
    • F2: Each RSU converts to one share of common stock.
    • F6–F7: Shares were withheld by the company to satisfy tax liabilities; some withheld shares are subject to holding restrictions per plan terms.
  • Transaction codes explained: M = exercise/conversion of a derivative security (RSU conversion), F = payment of exercise price or tax liability (share withholding).

Context

  • This was primarily an RSU vesting/distribution event, not an open-market purchase or discretionary sale of shares. The 166,165-share disposition was a routine withholding to cover taxes (a common administrative action) rather than a market sale for investment reasons. Several of the vested shares remain subject to a one-year post-vest hold under the company’s equity plan.

Insider Transaction Report

Form 4
Period: 2026-05-15
RADIAN GROUP INCRDN
Thornberry Richard G
DirectorChief Executive Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1][F2]
    2026-05-15+287,053→ 1,185,931 total
  • Exercise/Conversion

    Common Stock

    [F3][F2]
    2026-05-15+31,460→ 1,217,391 total
  • Exercise/Conversion

    Common Stock

    [F4][F2]
    2026-05-15+25,543→ 1,242,934 total
  • Exercise/Conversion

    Common Stock

    [F5][F2]
    2026-05-15+26,200→ 1,269,134 total
  • Exercise/Conversion

    Common Stock

    [F6][F2]
    2026-05-15+9,543→ 1,278,677 total
  • Tax Payment

    Common Stock

    [F7]
    2026-05-15$36.93/sh−166,165$6,136,473→ 1,112,512 total
  • Exercise/Conversion

    Restricted Stock Units - Performance Award

    [F2][F1][F8]
    2026-05-15−287,053→ 0 total
    From: 2026-05-15→ Common Stock (287,053 underlying)
  • Exercise/Conversion

    Restricted Stock Units - Time-based Award

    [F2][F3][F8]
    2026-05-15−31,460→ 0 total
    From: 2026-05-15→ Common Stock (31,460 underlying)
  • Exercise/Conversion

    Restricted Stock Units - Time-based Award

    [F2][F4][F8]
    2026-05-15−25,543→ 25,544 total
    From: 2026-05-15→ Common Stock (25,543 underlying)
  • Exercise/Conversion

    Restricted Stock Units - Time-based Award

    [F2][F5][F8]
    2026-05-15−26,200→ 52,400 total
    From: 2026-05-15→ Common Stock (26,200 underlying)
  • Exercise/Conversion

    Restricted Stock Units - Performance Award

    [F2][F6][F8][F9][F10]
    2026-05-15−9,543→ 224,439 total
    From: 2026-05-15→ Common Stock (9,543 underlying)
Footnotes (10)
  • [F1]Represents distribution of shares of common stock upon the vesting of performance-based RSUs that were granted May 11, 2022, which vested on May 15, 2025 subject to a one-year post-vest hold.
  • [F10]Pursuant to the terms of the Company's equity incentive plan, represents net shares subject to a one-year post vest hold upon vesting of 233,982 performance-based RSUs 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 the shares distributed to satisfy the tax liability incurred upon the vesting of the performance-based RSU award granted May 17, 2023, which are subject to a one-year post vest holding period.
  • [F7]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 233,982 performance-based RSUs granted May 17, 2023, net of which remain subject to a one year post-vest hold; and (c) the distribution of the performance-based RSUs granted May 11, 2022, following completion of the one-year hold period after vesting of the RSUs.
  • [F8]Not Applicable
  • [F9]Vesting occurred on May 15, 2026, based on satisfaction of performance metrics.
Signature
Elizabeth Diffley /s/, Elizabeth Diffley, (POA) Atty-in-fact|2026-05-19

Documents

1 file
  • 4
    form4.xmlPrimary

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES