RADIAN GROUP INC 8-K

What Happened
Radian Group Inc. announced that on February 2, 2026 its subsidiary Radian US Holdings Inc. completed the previously announced purchase of all shares of Inigo Limited (the Inigo Group). The aggregate consideration at closing was $1.67 billion net of certain adjustments, with the final amount subject to post‑closing adjustments based on the Inigo Group’s tangible net asset value (TNAV) as of December 31, 2025.

Key Details

• Closing date: February 2, 2026; Form 8-K filed February 3, 2026.
• Purchase Price: $1.67 billion (net of certain adjustments); final price subject to TNAV-based post‑closing adjustments (Measurement Date: 12/31/2025).
• Dividend/payment mechanics: Because the estimated Closing TNAV exceeded $1.183 billion, Inigo paid a cash dividend to the A Share Sellers equal to the difference between $1.183 billion and the Closing TNAV.
• Management and employee consideration: Certain B Share Management Sellers received Radian common stock equal to 15%–25% of their gross consideration (in lieu of cash). Radian also granted $25 million of one‑time employee cash retention awards that vest on the second anniversary of grant (generally subject to continued employment).
• Integration and compensation adjustments: Radian adopted an amended Short‑Term Incentive Plan with U.K. provisions and a 2021 Equity Compensation Plan Sub‑Plan for U.K. employees to allow Inigo employees to participate in Radian’s plans.
• Related documents: Radian previously entered a Warranty Deed (dated Sept 18, 2025) relating to the transaction; a press release announcing the closing was furnished as Exhibit 99.1.

Why It Matters
This is a material acquisition that expands Radian’s business footprint through the Inigo Group and involves a significant cash and equity payout structure. The $1.67 billion consideration (subject to TNAV adjustments) and the stock component for management align seller interests with Radian, while $25 million in retention awards and new U.K. compensation plan provisions indicate steps to retain and integrate Inigo personnel. Investors should note the post‑closing TNAV adjustments could change the final purchase price and that management ownership from the deal may affect long‑term alignment.