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MGIC Investment (NYSE: MTG) director granted stock and cash-settled share units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MGIC Investment Corp director Sheryl L. Sculley reported routine equity-based compensation awards. She received 134.278 shares of common stock as dividends on Restricted Stock Units under the company’s Omnibus Incentive Plan, with no cash paid by her for these shares.

She was also credited with 111.866 “Share Units” in the MGIC Investment Corporation Deferred Compensation Plan for Non-Employee Directors, acquired through compensation deferral and phantom dividend reinvestment. These Share Units track MGIC’s common stock price on a one-for-one basis, are settled in cash on specified distribution dates, and do not represent open-market purchases or sales.

Positive

  • None.

Negative

  • None.
Insider Sculley Sheryl L.
Role null
Type Security Shares Price Value
Grant/Award Share Units 111.866 $0.00 --
Grant/Award Common Stock 134.278 $0.00 --
Holdings After Transaction: Share Units — 19,748.033 shares (Direct, null); Common Stock — 35,157.595 shares (Direct, null)
Footnotes (1)
  1. Dividends paid on Restricted Stock Units awarded under the Issuer's Omnibus Incentive Plan. No price was paid by the reporting person for them. 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. 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. These Share Units are settled in cash, on a specified date, unless a qualified election for later distribution is made by the reporting person. 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. These Share Units were acquired through phantom dividend reinvestment and no price was paid by the reporting person for the Share Units.
Common shares awarded 134.278 shares Dividends on Restricted Stock Units on May 21, 2026
Shares held after award 35,157.5951 shares Total MGIC common stock directly owned after transaction
Share Units awarded 111.866 units Deferred compensation and phantom dividend reinvestment on May 21, 2026
Share Units held after award 19,748.0326 units Total Share Units in Deferred Compensation Plan after transaction
Transaction price per unit $0.0000 No cash paid for awarded shares and Share Units
Restricted Stock Units financial
"Dividends paid on Restricted Stock Units awarded under the Issuer's Omnibus Incentive Plan."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Omnibus Incentive Plan financial
"Restricted Stock Units awarded under the Issuer's Omnibus Incentive Plan."
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
Deferred Compensation Plan for Non-Employee Directors financial
"The reporting person participates in the MGIC Investment Corporation Deferred Compensation Plan for Non-Employee Directors under which units..."
Share Units financial
"units corresponding to shares of Common Stock of the Issuer ("Share Units") are awarded to the reporting person and/or acquired..."
phantom dividend reinvestment financial
"These Share Units were acquired through phantom dividend reinvestment and no price was paid by the reporting person..."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Sculley Sheryl L.
(Last)(First)(Middle)
C/O MGIC INVESTMENT CORPORATION
250 EAST KILBOURN AVENUE
(Street)
MILWAUKEE WISCONSIN 53202
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
MGIC INVESTMENT CORP [ MTG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/21/2026A134.278A(1)35,157.5951D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Share Units(2)(3)05/21/2026A111.866 (4) (5)Common Stock111.866(6)19,748.0326D
Explanation of Responses:
1. Dividends paid on Restricted Stock Units awarded under the Issuer's Omnibus Incentive Plan. No price was paid by the reporting person for them.
2. 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.
3. 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.
4. These Share Units are settled in cash, on a specified date, unless a qualified election for later distribution is made by the reporting person.
5. 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.
6. These Share Units were acquired through phantom dividend reinvestment and no price was paid by the reporting person for the Share Units.
Remarks:
Leslie A. Schunk, Attorney-in-Fact05/22/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did MGIC (MTG) director Sheryl L. Sculley report on this Form 4?

She reported routine equity-based compensation awards. Sculley received 134.278 MGIC common shares as dividends on Restricted Stock Units and 111.866 cash-settled Share Units tied one-for-one to MGIC’s stock price, with no cash paid by her for these awards.

Were Sheryl L. Sculley’s MGIC (MTG) transactions open-market stock purchases or sales?

No, they were not open-market trades. The Form 4 shows grant/award acquisitions: stock received as dividends on Restricted Stock Units and Share Units credited under a deferred compensation plan, all at zero price, rather than discretionary buying or selling on the market.

What are the Share Units reported by MGIC (MTG) director Sheryl L. Sculley?

They are cash-settled units linked to MGIC stock. Each Share Unit corresponds one-for-one to MGIC common stock value, earned through director compensation deferral and phantom dividend reinvestment, and is ultimately settled in cash on a specified distribution date instead of delivering actual shares.

How many MGIC (MTG) common shares does Sheryl L. Sculley hold after this Form 4?

She holds 35,157.5951 MGIC common shares directly after the award. This total includes the 134.278 shares received as dividends on Restricted Stock Units and reflects her updated direct ownership position disclosed in the filing.

How many MGIC (MTG) Share Units does Sheryl L. Sculley have after the reported transaction?

She holds 19,748.0326 Share Units after the transaction. The Form 4 shows an additional 111.866 Share Units credited, bringing her total under the Deferred Compensation Plan for Non-Employee Directors to that updated balance.

Did Sheryl L. Sculley pay anything for the MGIC (MTG) shares and Share Units reported?

No, she paid no cash for these awards. The common shares came from dividends on Restricted Stock Units, while the Share Units were acquired through compensation deferral and phantom dividend reinvestment, all recorded at a transaction price of $0.0000 per unit.