MGIC (MTG) Director Reports Stock-Linked Compensation on Form 4

Rhea-AI Filing Summary

Sheryl L. Sculley, a director of MGIC Investment Corporation (MTG), reported acquisitions on 08/21/2025. She received 126.084 shares of Common Stock as dividend-paid Restricted Stock Units at no cost, resulting in 29,691.4941 shares beneficially owned after the transaction. She also acquired 105.364 share units (deferred compensation "Share Units") on the same date, representing 19,422.0736 underlying Common Stock share units settled in cash unless a later distribution election is made. The report notes these Share Units have no specified exercise price, are valued one-for-one with MTG common stock, and some were acquired through phantom dividend reinvestment. The filing was signed by an attorney-in-fact on 08/22/2025.

Positive

• Director's beneficial ownership increased through issuance of restricted stock units and share units, reflecting alignment with shareholder value.
• No cash outlay required for the received Restricted Stock Units and phantom dividend reinvested Share Units, indicating compensation rather than market purchase.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received and deferred compensation in stock-linked units; ownership increased modestly with no cash outlay.

The filing documents routine non-market acquisitions by a director under company compensation plans: small dividend-paid restricted stock units and deferred compensation share units settled in cash. These transactions increase the reporting person’s beneficial interest by 29,691.4941 common shares and 19,422.0736 share units (cash-settled) but do not reflect open-market purchases or sales. There is no exercise price, and several units were issued via phantom dividend reinvestment, indicating administrative compensation activity rather than active trading. For investors, this is a governance/compensation disclosure without direct liquidity or control implications.

Corporate Governance Expert

TL;DR: Compensation-driven issuances recorded; standard disclosure of director deferrals and dividend reinvestment.

The Form 4 shows compliance with Section 16 reporting for director compensation and dividend reinvestment. The Share Units arise under the non-employee director deferred compensation plan and are cash-settled unless the director elects otherwise. No price was paid for the restricted stock unit dividends or the phantom reinvested units, which is typical for in-kind dividend distributions and deferred-compensation accounting. This report appears to be a routine, non-material change in beneficial ownership tied to compensation mechanics rather than a signal of strategic insider trading.

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^*

Sculley Sheryl L.

(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		126.084	A	(1)	29,691.4941	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.
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FAQ

What did Sheryl L. Sculley report on Form 4 for MTG?

She reported receiving 126.084 Common Stock shares as dividend-paid Restricted Stock Units and 105.364 Share Units (equal to 19,422.0736 underlying shares) on 08/21/2025.

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

No. The filing states no price was paid for the Restricted Stock Units or the Share Units acquired through phantom dividend reinvestment.

How are the Share Units described in the filing settled?

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

Do the Share Units have an exercise or conversion price?

No. The filing states these Share Units do not have a specified dollar-denominated exercise or conversion price and are valued one-for-one with the issuer's common stock.

What is the total beneficial ownership reported after the transaction?

After the transaction the reporting person beneficially owned 29,691.4941 common shares and 19,422.0736 share units underlying common stock.