Zandi Mark 4

4 · MGIC INVESTMENT CORP · Filed May 22, 2026

AI-generated summary of this filing

Updated May 22, 2026

MGIC (MTG) Director Mark Zandi Receives Share Awards

What Happened

Mark Zandi, a director of MGIC Investment Corporation (MTG), was granted two types of awards on May 21, 2026: 29.075 restricted stock units (RSUs) and 275.606 derivative "share units" (total 304.681 units). Both transactions are reported as awards/grants (transaction code A). No cash was paid by the reporting person for these awards; prices are listed as N/A.

Key Details

Transaction date: May 21, 2026; Form filed May 22, 2026 (timely).
Awards: 29.075 RSUs (dividend‑equivalent payments on RSUs) and 275.606 share units (derivative share units under the director deferred compensation plan).
Price: N/A — units were awarded, not purchased.
Shares owned after transaction: not specified in the filing.
Relevant footnotes:
- RSUs include dividend payments and were granted without payment by the reporting person (F1).
- The 275.606 units are Share Units from the Deferred Compensation Plan for Non‑Employee Directors (F2) and are valued one‑for‑one to the company’s NYSE common stock price (F3).
- These Share Units are generally settled in cash on a specified date unless the director elects later distribution (F4, F5).
- Some Share Units were acquired through phantom dividend reinvestment; no cash was paid (F6).

Context

These are compensatory awards to a non‑employee director, not open‑market purchases or sales — routine director pay rather than a directional bet by the insider.
The derivative Share Units do not have an exercise price and are typically cash‑settled, meaning the director receives cash based on the stock price (not actual share delivery) unless a different election is made.
Such awards are common as part of director compensation; they do not necessarily signal management’s view of near‑term stock performance.

Form 4

Period: 2026-05-21

Director

Transactions

Award
Common Stock
[F1]
2026-05-21+29.075→ 33,946.689 total
Award
Share Units
[F2][F3][F6][F4][F5]
2026-05-21+275.606→ 48,653.647 total
→ Common Stock (275.606 underlying)

Footnotes (6)

[F1]Dividends paid on Restricted Stock Units awarded under the Issuer's Omnibus Incentive Plan. No price was paid by the reporting person for them.
[F2]The reporting person participates in the MGIC Investment Corporation Deferred Compensation Plan for Non-Employee Directors under which units corresponding to shares of Common Stock of the Issuer ("Share Units") are awarded to the reporting person and/or acquired through compensation deferral.
[F3]These Share Units do not have a specified dollar-denominated exercise or conversion price. Their value is based, on a one-for-one basis, on the price of the Issuer's common stock on the New York Stock Exchange.
[F4]These Share Units are settled in cash, on a specified date, unless a qualified election for later distribution is made by the reporting person.
[F5]These Share Units do not expire on a fixed date. They are settled in cash on a specified date, unless a qualified election for later distribution is made by the reporting person.
[F6]These Share Units were acquired through phantom dividend reinvestment and no price was paid by the reporting person for the Share Units.

Signature

Leslie A. Schunk, Attorney-in-Fact|2026-05-22

1 file