MGIC (MTG) Insider Filing: RSU Dividends and Deferred Share Units Credited

Rhea-AI Filing Summary

Insider transactions by MGIC Investment Corporation (MTG): Director Jay C. Hartzell received restricted stock units and share units on 08/21/2025 as part of director compensation and dividend reinvestment plans. The Form 4 reports 161.632 non‑derivative shares issued as dividend-paid Restricted Stock Units and 105.364 share units (phantom units) added through dividend reinvestment, increasing beneficial ownership to 29,794.2191 common shares (direct) and 19,422.0736 common-share-equivalent units (direct) respectively. No cash was paid for these awards and the share units are settled in cash on specified dates unless a later distribution election is made.

Positive

• Director compensation credited through RSU dividends and deferred share units, aligning pay with shareholder value.
• No cash payment required by the reporting person for the awarded RSUs and share units.
• Clear disclosure of plan mechanics: share units valued one‑for‑one to NYSE price and settled in cash unless deferred.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Routine director compensation disclosed: dividend-paid RSUs and deferred share units added; no purchase price paid.

The filing documents standard director compensation mechanics: restricted stock unit dividends and phantom share units under the non-employee director deferred compensation plan were credited on 08/21/2025. These awards were granted or reinvested without cash outlay by the reporting person and are structured to settle in cash unless a later election is made. This is a typical, non‑dilutive internal compensation event for a director and does not indicate any trading intent or change in control.

Securities Analyst

TL;DR Transaction is administrative and compensation-related; it is unlikely to materially affect MTG's capital structure.

The reported additions are 161.632 common shares from RSU dividends and 105.364 phantom share units (equivalent to 19,422.0736 shares) credited via dividend reinvestment. The disclosure clarifies valuation is one‑for‑one to NYSE share price and that share units settle in cash. Because no purchase price was paid and these are compensation mechanisms, the event appears operationally routine rather than a market-moving insider purchase or sale.

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

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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^*

Hartzell Jay C.

(Last) (First) (Middle)

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		161.632	A	(1)	29,794.2191	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		105.364		(4)	(5)	Common Stock	19,422.0736	(6)	19,422.0736	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.
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 Jay C. Hartzell report on the Form 4 for MTG?

He reported receiving 161.632 common shares from dividends on restricted stock units and 105.364 share units via dividend reinvestment on 08/21/2025.

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

No. The filing states no price was paid for the RSUs or share units credited through dividend reinvestment.

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

The filing shows 29,794.2191 common shares beneficially owned and 19,422.0736 share-equivalent units following the transactions.

When were the transactions reported on the MTG Form 4 executed?

Transaction date: 08/21/2025; Form signed: 08/22/2025 by attorney-in-fact Leslie A. Schunk.

How are the share units valued and settled according to the filing?

Share units are valued one-for-one to MGIC's NYSE common stock price and are generally settled in cash on specified dates unless a deferred distribution election is made.