MGIC (MTG) Director Reports Dividend-Funded Stock Units and Deferred Compensation Units

Rhea-AI Filing Summary

Chaplin C. Edward, a director of MGIC Investment Corporation (MTG), reported purchases on 08/21/2025. The filing shows acquisition of 113.611 shares of common stock via dividend-paid Restricted Stock Units at no cost, increasing his direct common stock holding to 39,238.3894 shares. The filing also reports acquisition of 267.296 share units under the non-employee director deferred compensation plan, bringing his total share-unit equivalent to 49,271.6041 shares; those units are settled in cash and were acquired through phantom dividend reinvestment with no cash paid. The form was signed by an attorney-in-fact on 08/22/2025.

Positive

• Beneficial ownership increased through dividend reinvestment and deferred-compensation units, raising total reported economic exposure to the company's stock.
• No cash paid for the awarded Restricted Stock Units and Share Units, indicating these were compensation-related credits rather than market purchases.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation conversions increased reported beneficial ownership without cash outlay.

The Form 4 documents standard director compensation mechanics rather than open-market purchases. Dividend-paid restricted stock units and deferred-compensation share units were credited to the director at no cash cost, which raises reported beneficial ownership levels. Because the share units are settled in cash and reflect phantom dividend reinvestment, they do not represent immediate additional voting stock but do increase economic exposure tied to MTG's share price. This is a non-material, customary disclosure for a non-employee director.

Compensation Analyst

TL;DR: Director received equity-linked compensation components that increased aggregate holdings via reinvested dividends.

The filing clarifies that the 113.611 common shares arose from dividends on restricted stock units and that 267.296 share units were added through the deferred compensation plan. No cash was paid for these units. Such mechanics are typical of omnibus incentive plans and deferred compensation arrangements for non-employee directors, reflecting routine compensation settlement and reinvestment rather than performance-based awards or market purchases.

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

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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^*

CHAPLIN C EDWARD

(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)
08/21/2025

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	08/21/2025		A		113.611	A	(1)	39,238.3894	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(2)	(3)	08/21/2025		A		267.296		(4)	(5)	Common Stock	49,271.6041	(6)	49,271.6041	D

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-Fact	08/22/2025
	** 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.
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FAQ

What did Chaplin C. Edward report on Form 4 for MTG?

He reported acquisitions on 08/21/2025: 113.611 common shares from dividends on Restricted Stock Units and 267.296 Share Units under the deferred compensation plan.

Did the reporting person pay for the shares reported on MTG Form 4?

No cash was paid for the Restricted Stock Units or the Share Units; they were credited through dividend reinvestment and compensation deferral.

How many common-share equivalents does the filing show after the transactions?

Common stock reported: 39,238.3894 shares directly owned; Share-unit equivalent: 49,271.6041 underlying share units reported following the transaction.

Are the reported Share Units settled in stock or cash?

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

Who signed the Form 4 and when was it filed?

The form was signed by Leslie A. Schunk, Attorney-in-Fact, on 08/22/2025 reflecting the 08/21/2025 transactions.