MBIA Inc (MBI) CEO boosts direct stake to 2.65M shares via award

Rhea-AI Filing Summary

MBIA Inc. reported that its CEO, President, and Director acquired additional common stock through an equity award. On 12/31/2025, the executive received 14,220 shares of MBIA common stock at a value of $7.16 per share, increasing their beneficial ownership to 2,651,736 shares held directly. The filing explains that these additional shares relate to performance shares originally granted on 3/3/2023, reflecting target performance and associated dividend value.

The updated total performance share award is scheduled to vest in three equal installments: one-third on 3/3/2026, one-third on 3/3/2027, and the final one-third on 3/3/2028. This structure ties the executive’s compensation to longer-term company performance and continued service over a multi‑year period.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fallon William C

(Last) (First) (Middle)

C/O MBIA INC.

1 MANHATTANVILLE ROAD

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MBIA INC [ MBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2025		A		14,220(1)	A	$7.16	2,651,736	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. All of the additional shares (for the target performance and the shares for the dividend value) will be added to the original performance shares granted to each NEO on 3/3/23. The new total number of shares will vest 1/3 on the 3rd anniversary of the original grant (3/3/26), 1/3 on the 4th anniversary (3/3/27) and the final 1/3 on the 5th anniversary (3/3/28) of the original grant.

	William J. Rizzo, Attorney-in-Fact	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did MBIA Inc (MBI) disclose in this filing?

MBIA Inc disclosed that its CEO, President, and Director acquired 14,220 shares of common stock on 12/31/2025 at a value of $7.16 per share as part of an equity award.

How many MBIA Inc (MBI) shares does the reporting person now beneficially own?

Following the reported transaction, the executive beneficially owns 2,651,736 shares of MBIA Inc common stock, held in direct ownership.

What is the role of the reporting person at MBIA Inc (MBI)?

The reporting person serves as a Director and an Officer of MBIA Inc, with the title of CEO & President.

How are the new MBIA Inc (MBI) performance shares structured to vest?

The performance shares tied to this award will vest in three equal parts: 1/3 on 3/3/2026, 1/3 on 3/3/2027, and the remaining 1/3 on 3/3/2028, based on the original grant date.

What is the origin of the additional MBIA Inc (MBI) performance shares?

The explanation states that all additional shares represent the target performance and dividend value tied to performance shares originally granted to each NEO on 3/3/2023.

Does this MBIA Inc (MBI) insider transaction involve derivative securities?

The disclosure table for derivative securities shows no derivative securities acquired or disposed of in this reported transaction.