Sec Form 4 Filing - Thornberry Richard G @ RADIAN GROUP INC - 2023-05-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Thornberry Richard G 2. Issuer Name and Ticker or Trading Symbol RADIAN GROUP INC [ RDN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) RADIAN GROUP INC., 550 E SWEDESFORD ROAD, #350 3. Date of Earliest Transaction (MM/DD/YY) 05/13/2023 (Street) WAYNE, PA19087 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/13/2023 M 38,560 ( 1 ) A 537,341 ( 8 ) D Common Stock 05/13/2023 M 15,269 ( 2 ) A 552,610 D Common Stock 05/13/2023 F 30,801 ( 3 ) D $ 24.89 521,809 D Common Stock 05/15/2023 M 28,240 ( 4 ) A 550,049 D Common Stock 05/15/2023 M 31,476 ( 5 ) A 581,525 D Common Stock 05/15/2023 M 156,450 ( 6 ) A 737,975 D Common Stock 05/15/2023 F 85,515 ( 7 ) D $ 25.04 652,460 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units - Time-based Award ( 11 ) 05/13/2023 M 38,560 ( 1 ) 05/13/2023 ( 12 ) Common Stock 38,560 ( 12 ) 0 D Restricted Stock Units - Performance Award ( 11 ) 05/13/2023 M 15,269 ( 2 ) 05/13/2023( 9 ) ( 12 ) Common Stock 15,269 ( 12 ) 388,011 ( 10 ) D Restricted Stock Units - Time-based Award ( 11 ) 05/15/2023 M 28,240 ( 4 ) 05/15/2023 ( 12 ) Common Stock 28,240 ( 12 ) 28,241 D Restricted Stock Units - Time-based Award ( 11 ) 05/15/2023 M 31,476 ( 5 ) 05/15/2023 ( 12 ) Common Stock 31,476 ( 12 ) 62,954 D Restricted Stock Units - Performance Award ( 11 ) 05/15/2023 M 156,450 ( 6 ) 05/15/2023 ( 12 ) Common Stock 156,450 ( 12 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thornberry Richard G RADIAN GROUP INC. 550 E SWEDESFORD ROAD, #350 WAYNE, PA19087 Chief Executive Officer Signatures Edward J. Hoffman /s/, Edward J. Hoffman, (POA) Atty-in-fact 05/16/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 13, 2020. ( 2 )Represents the shares distributed to satisfy the tax liability incurred upon the vesting of the performance-based RSU award granted May 13, 2020, which are subject to a one-year post vest holding period. ( 3 )Pursuant to the terms of the Company's equity incentive plan, represents shares withheld by the Company to satisfy the tax liability incurred upon the distribution of the time-based RSUs granted on May 13, 2020, shares withheld by the Company to satisfy the tax liability incurred upon the vesting of 403,280 performance-based RSUs granted May 13, 2020, net of which remain subject to a one year post-vest hold, and shares withheld by the Company to satisfy the exercise price and tax liability of a stock option exercise of an award expiring on May 13, 2023. ( 4 )Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 12, 2021. ( 5 )Represents shares of common stock acquired upon the vesting of one-third of time-based RSUs granted on May 11, 2022. ( 6 )Represents distribution of shares of common stock related to RSUs that were granted May 15, 2019, which vested on May 15, 2022 and were subject to a one-year post-vest hold. ( 7 )Pursuant to the terms of the Company's equity incentive plan, represents shares withheld by the Company to satisfy the tax liability incurred upon the d istribution of the time-based RSUs granted on May 12, 2021 and May 11, 2022, as well as shares withheld by the Company to satisfy the tax liability incurred upon the distribution of the performance-based RSUs granted May 15, 2019, following completion of the one-year hold period after vesting of the RSUs. ( 8 )Includes an aggregate 1,183 shares of common stock acquired through the Radian Group Inc. Employee Stock Purchase Plan on June 30, 2022 and December 31, 2022. ( 9 )Vesting occurred on the third anniversary of the grant date based on satisfaction of performance metrics. ( 10 )Pursuant to the terms of the Company's equity incentive plan, represents net shares subject to a one-year post vest hold upon vesting of 403,280 performance-based RSUs granted May 13, 2020. ( 11 )Each RSU represents a contingent right to receive one share of common stock. ( 12 )Not Applicable

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