MGIC (MTG) director Mark Zandi receives 5,077 RSUs and updates holdings

Rhea-AI Filing Summary

MGIC Investment Corporation director Mark Zandi reported an equity award and updated holdings. On February 4, 2026, he acquired 5,077.097 shares of MGIC common stock at a price of $0.00 per share, representing Restricted Stock Units granted under the company’s Omnibus Incentive Plan.

After this award, he beneficially owned 33,891.0604 shares of common stock directly. He also held 48,108.5753 Share Units in the MGIC Investment Corporation Deferred Compensation Plan for Non-Employee Directors, which track MGIC’s common stock on a one-for-one basis and are settled in cash on specified distribution dates.

Insights

Equity compensation and governance analyst

Routine director equity grant and updated deferred holdings.

The filing shows Mark Zandi, a director of MGIC Investment Corporation, receiving 5,077.097 Restricted Stock Units that convert into common shares. No cash was paid for the grant, which was issued under the Omnibus Incentive Plan as part of standard director compensation.

The director’s direct common stock holdings rose to 33,891.0604 shares, while deferred Share Units in the non-employee director plan totaled 48,108.5753. These Share Units are cash-settled and valued one-for-one with MGIC common stock, so they affect economic exposure but not share count directly.

The RSUs are scheduled to be settled in stock ten business days after February 1, 2027, subject to any qualified election for later distribution. Future company disclosures around that settlement date may show the actual share issuance and any changes in the director’s reported ownership.

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^*

Zandi Mark

(Last) (First) (Middle)

C/O MGIC INVESTMENT CORPORATION

250 EAST KILBOURN AVENUE

(Street)

MILWAUKEE WI 53202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MGIC INVESTMENT CORP [ MTG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		A		5,077.097(1)	A	(2)	33,891.0604	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
Share Units(3)	(4)							(5)	(6)	Common Stock	48,108.5753		48,108.5753	D

Explanation of Responses:

1. These Restricted Stock Units (RSUs) will be settled in stock ten business days after February 1, 2027, unless a qualified election for a later distribution was made by the reporting person.

2. These RSUs were awarded to the reporting person pursuant to the Issuer's Omnibus Incentive Plan and no price was paid by the reporting person for them.

3. 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.

4. 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.

5. These Share Units are settled in cash, on a specified date, unless a qualified election for later distribution is made by the reporting person.

6. 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.

Remarks:

	Leslie A. Schunk, Attorney-in-Fact	02/05/2026
	** 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 did MGIC (MTG) director Mark Zandi report in this Form 4 filing?

He reported receiving 5,077.097 Restricted Stock Units that convert into MGIC common stock at no cost, increasing his direct holdings to 33,891.0604 shares. The filing also updates his deferred cash-settled Share Units balance to 48,108.5753 units linked to MGIC’s stock price.

How many MGIC common shares does director Mark Zandi own after this transaction?

After the reported award, Mark Zandi beneficially owns 33,891.0604 MGIC common shares directly. This figure comes from the Form 4’s post-transaction holdings column and reflects shares associated with the Restricted Stock Units granted on February 4, 2026, plus prior direct holdings.

What are the terms of the 5,077.097 Restricted Stock Units reported by MGIC director Mark Zandi?

The 5,077.097 Restricted Stock Units will be settled in MGIC common stock ten business days after February 1, 2027, unless Mark Zandi made a qualified election for a later distribution. They were granted under MGIC’s Omnibus Incentive Plan, with no purchase price paid by him.

What are MGIC Deferred Compensation Plan Share Units held by Mark Zandi?

The Share Units are bookkeeping units under MGIC’s Deferred Compensation Plan for Non-Employee Directors, corresponding one-for-one to MGIC common shares. They are valued based on MGIC’s New York Stock Exchange price and are settled in cash on specified distribution dates, not converted into stock.

Did Mark Zandi pay anything for the MGIC Restricted Stock Units he received?

No, he did not pay any price for the award. The Form 4 states that the Restricted Stock Units were granted to him under MGIC’s Omnibus Incentive Plan, with no cash consideration required, which is typical for equity-based director compensation awards in public companies.

When will the MGIC Restricted Stock Units granted to Mark Zandi be settled?

They are scheduled to be settled in stock ten business days after February 1, 2027. The footnotes add that Mark Zandi could have made a qualified election for a later distribution date, in which case settlement would occur at that elected time instead of the default date.