Thornberry Richard G 4

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.