Our Board of Directors is soliciting proxies for the Annual Meeting of Shareholders to be held Thursday, April 28, 202225, 2024 at 9:00 a.m. Central time, via webcast at www.virtualshareholdermeeting.com/MTG2022,MTG2024, and at any postponement or adjournment of the meeting. In this Proxy Statement we sometimes refer to MGIC Investment Corporation as “the Company,” “we” or “us.” This Proxy Statement and the enclosed form of proxy are being mailed to shareholders beginning on March 25, 2022.22, 2024. If you have any questions about attending our Annual Meeting, you can call Investor Relations at (414) 347-6596.347-2635.

Through our subsidiary, Mortgage Guaranty Insurance Corporation (MGIC), we are a leading provider of mortgage insurance to lenders throughout the United States and to Fannie Mae and Freddie Mac (the GSEs). Our business strategies are to 1) maximize the value we create through our mortgage credit enhancement activities; 2) differentiate ourselves through our customer experience; 3) establish a competitive advantage through our digital and analytical capabilities; 4) excel at acquiring, managing and distributing mortgage credit risk and the related capital; 5) maintain financial strength through economic cycles; and 6) foster an environment that embraces diversity and best positions our people to succeed. As we discuss in the Compensation Discussion & Analysis (CD&A), the compensation of our Named Executive Officers (NEOs) is tied to our financial performance and to performance against business objectives that directly support these business strategies.

Following are several of our additional 20212023 accomplishments that furthered our business strategies.

The Board has adopted Corporate Governance Guidelines, which set forth a framework for our governance. The Guidelines cover the Board’s composition, leadership, meeting process, director independence, Board membership criteria, committee structure, succession planning and director compensation. Among other things, the Board meets in executive session outside the presence of any member of our management afterduring at least two Board meetings annually at which directors are present in person and at any additional times determined by the Board or the Lead Director. Mr. Lehman presides at these sessions and has served as the Board’s Lead Director since July 2020. See “ — Board“Board Leadership” for information about the Lead Director’s responsibilities and authority. The Corporate Governance Guidelines provide that a director shall not be nominated by the Board for re‑election if at the date of the Annual Meeting of Shareholders, the director is age 74 or more. The Corporate Governance Guidelines also provide that a director who retires from his or her principal employment or joins a new employer shall offer to resign from the Board. Unless the Board determines that a Chief Executive Officer who is Chairman of the Board should continue as Chairman of the Board after his or her tenure as Chief Executive Officer, a director who is an officer of the Company or a subsidiary and leaves the Company shall resign from the Board. In 2014, the Board determined that Mr. Culver should become non-executive Chairman of the Board upon retirement from his position as Chief Executive Officer in 2015.

We have a Code of Business Conduct and Ethics emphasizing our commitment to conducting our business in accordance with legal requirements and high ethical standards. The Code applies to all employees, including our executive officers, and specified portions areis also applicable to our directors. Certain portions of the Code that apply to transactions with our executive officers, directors, and their immediate family members are described under “Other Matters – Related“Related Person Transactions” below. These descriptions are subject to the actual terms of the Code.

Our Corporate Governance Guidelines regarding director independence provide that a director is not independent if the director has any specified disqualifying relationship with us. The disqualifying relationships are equivalent to those of the independence rules of the New York Stock Exchange (NYSE), except that our disqualification for board interlocks is more stringent than under the NYSE rules. Also, for a director to be independent under the Guidelines, the director may not have any material relationship with us. For purposes of determining whether a disqualifying or material relationship exists, we consider relationships with MGIC Investment Corporation and its consolidated subsidiaries.

The Board has determined that all of our directors except for Mr. Culver, our former CEO, and Mr. Mattke, our current CEO, are independent under the Guidelines and the NYSE rules. The Board made its

Among other things, our Code of Business Conduct and Ethics prohibits us from entering into transactions in which our “Senior Financial Officers,” executive officers, chief accounting officer, or any their respective immediate family members have a material personal financial interest (either directly or through a company with which the officer has a material relationship) unless all of the following conditions are satisfied:

The Code defines a material interest as one in which our officer or officer's immediate family member is a director or officer of the counterparty to the transaction, or our officer or a member of our officer’s immediate family has a financial interest in such counterparty or any of its affiliates that has a value ofin the aggregate at least 10% of the value of such counterparty.counterparty or the consolidated value of the organization's affiliates. Our Audit Committee does not consider payments and benefits arising in the ordinary course of employment with us, or through services as a director, to be “transactions” subject to its approval.

In addition, the Code requires Audit Committee approval of all transactions with any director or a member of the director’s immediate family, other than transactions involving the provision of goods or services in the ordinary course of business of both parties. The Code contemplates that our non-management directors will disclose all transactions between us and parties related to the director, even if they are in the ordinary course of business.

Mr. Culver serves as non-executive Chairman of the Board and Mr. Lehman serves as Lead Director. Under this structure, the Chairman chairs Board meetings, where the Board discussion includes strategic and business issues. The Board believes that this approach makes sense at this timeis appropriate because Mr. Culver, as ourthe Company's former CEO, is very familiar with our business and strategic plans as reviewed by the Board. Mr. Culver has been with us since 1985,joined the Company in 1982, and served as Chief Executive Officer from 2000 until his retirement in 2015, when he became our non-executive Chairman of the Board.

Because the Board also believes that strong, independent Board leadership is a critical aspect of effective corporate governance, the Board maintains the position of Lead Director. The Lead Director is an independent director selected by the independent directors. The Lead Director’s responsibilities and authority include:

The Board believes that the Board, as a whole, should possess a combination of skills, professional experience, and diversity of backgrounds necessary to oversee our business. In addition, the Board believes there are certain attributes every director should possess, as reflected in the Board’s membership criteria. Accordingly, the Board and the Management Development, Nominating and

The Management Development, Nominating and GovernanceMDNG Committee is responsible for developing Board membership criteria and recommending these criteria to the Board. The criteria, which are set forth in our Corporate Governance Guidelines, include an inquiring and independent mind, sound and considered judgment, high standards of ethical conduct and integrity, well-respected experience at senior levels of business, academia, government or other fields, ability to commit sufficient time and attention to Board activities, anticipated tenure on the Board, and whether an individual will enable the Board to continue to have a substantial majority of independent directors. In addition, the Management Development, Nominating and GovernanceMDNG Committee in conjunction with the Board, periodically evaluates the composition of the Board to assess the skills and experience that are currently represented on the Board, as well as the skills and experience that the Board will find valuable in the future. The Management Development, Nominating and GovernanceMDNG Committee seeks a variety of occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives and enable the Board to have access to a diverse body of talent and expertise relevant to our activities. The MDNG Committee also seeks to enhance the diversity of the Board in other areas, such as geography, age, race, gender and ethnicity. The MDNG Committee’s and the Board’s evaluation of the Board’s composition enables the Board to consider the skills and experience it seeks in the Board as a whole, and in individual directors, as our needs evolve and change over time and to assess the effectiveness of the Board’s efforts at pursuing diversity. In identifying director candidates from time to time, the Management Development, Nominating and GovernanceMDNG Committee may establish specific skills and experience that it believes we should seek in order to constitute a balanced and effective board.

Our senior management is charged with identifying and managing the risks facing our business and operations. The Company's Senior Management Oversight Committee (SMOC) serves as its primary risk management governance organization. The SMOC oversees the Company’s enterprise risk management framework; oversees how the Company aligns its people, processes and technology capabilities with the strategic and business issues critical to the Company; maintains an enterprise view of risk across a set of identified key risks;risks that may exist from time to time; and provides support and reporting to the Board's Risk Management Committee.

The Board of Directors is responsible for oversight of how our senior management addresses risks, including those associated with ESGcorporate sustainability matters, to the extent they are material. In this regard, the Board seeks to understand the material risks we face and to allocate, among the full Board and its committees, responsibilities for overseeing how management addresses the risks, including the risk management systems and processes that management uses for this purpose. Overseeing risk is an ongoing process. Accordingly, the Board periodically considers risk throughout the year and also with respect to specific proposed actions. Each of the Board's committees (other than the Executive Committee) meet regularly, play significant roles in carrying out the risk and ESGcorporate sustainability oversight functions, and report back to the full Board. Each of their roles in the oversight of the Company's risk is described below under "Board Meetings and Committees."

We believe that our leadership structure, discussed in “Board Leadership” above, supports the risk oversight function of the Board. Our former CEO serves as Chairman of the Board and has a wealth of experience with the risks of our Company and industry. Our current CEO is a director who keeps the Board informed about the risks we face. In addition, independent directors chair the various committees involved with risk oversight and there is open communication between senior management and directors.

The Board of Directors held sixfive meetings during 2021.2023. Each director standing for re-electionelected at our 20222023 Annual Meeting of Shareholders attended at least 75% of the meetings of the Board and committees of the Board on which he or she served. The Annual Meeting of Shareholders is scheduled in conjunction with a Board meeting and, as a result, directors are expected to attend the Annual Meeting. All of our directors serving on the Board at that time attended the 2021The 2023 Annual Meeting of Shareholders.Shareholders was attended by each of the directors who stood for election at the Meeting.

The Board has six standing committees: Audit; Business Transformation and Technology; Management Development, Nominating and Governance; Risk Management; Securities Investment; and Executive. Information regarding these committees is provided below. With the exception of the Executive Committee, each committee consists entirely of independent directors and the charters for those committees are available on our website (http://mtg.mgic.com) under the “Leadership & Governance; Documents” links. Written copies of these charters are available to any shareholder who submits a written request to our Secretary. The functions of the Executive Committee are established under our Bylaws and are described below.

The Executive Committee provides an alternative to convening a meeting of the entire Board should a matter arise between Board meetings that requires Board authorization. The Executive Committee is established under our Bylaws and has all authority that the Board may exercise with the exception of certain matters that under the Wisconsin Business Corporation Law are reserved to the Board itself.

WithTwelve of the exception of Ms. Lowman, each nomineethirteen nominees listed below is a director of the Company who was previously elected by the shareholders. Ms. LowmanThe only director not previously elected by shareholders is Michael L. Thompson, who was introduced to the Board by an independent director and was nominatedappointed by the Board to stand for election at the 2022 Annual Meetingin October of Shareholders.2023. In evaluating directors for (re)nomination to the Board, the Management Development, Nominating and GovernanceMDNG Committee considered a variety of factors. These included the Board membership criteria described under “Director Selection” above and past performance on the Board based on any feedback from other Board members.

Information about our director nominees appears below. The biographical information is as of March 11, 2022,22, 2024 and for each director includes a discussion about the skills and qualifications that the Board views as supporting the director’s continued service on the Board.

Our Articles of Incorporation contain a majority vote standard for the election of directors in uncontested elections. Under this standard, each of the thirteen nominees must receive a “majority vote” at the meeting to be elected a director. A “majority vote” means that when there is a quorum present, more than 50% of the votes cast in the election of the director are cast “for” the director, with votes cast being equal to the total of the votes “for” the election of the director plus the votes “withheld” from the election of the director. Therefore, under our Articles of Incorporation, a “withheld” vote is effectively a vote “against” a nominee. Broker non-votes will be disregarded in the calculation of a “majority vote.” Any incumbent director who does not receive a majority vote (but whose term as a director nevertheless would continue under Wisconsin law until his or her successor is elected) is required to send our Board a resignation. The effectiveness of any such resignation is contingent upon Board acceptance. The Board will accept or reject a resignation in its discretion after receiving a recommendation made by our Management Development, Nominating and GovernanceMDNG Committee and will promptly publicly disclose its decision regarding the director’s resignation (including the reason(s) for rejecting the resignation, if applicable).

Under the Deferred Compensation Plan for Non-Employee Directors (the Deferred Compensation Plan), our non-employee directors can elect to defer payment of all or part of their retainers and meeting fees until the director’s death, disability, termination of service as a director or to another date specified by the director. A director who elects to defer payments may have his or her deferred compensation bookkeeping account credited quarterly with interest accrued at an annual rate equal to the six-month U.S. Treasury Bill rate determined at the closest preceding January 1 and July 1 of each year, or may elect to have the payments deferred during a quarter translated into share units. Each share unit is equal in value to one share of our Common Stock and is ultimately settled only in cash. Such payment will be based on the stock’s average closing price for the five consecutive trading days preceding the payment date(s).Stock. If a director defers payments into share units, dividend equivalents in the form of additional share units are credited to the director’s account as of the date of payment of cash dividends on our Common Stock.

In January 2022,2024, the Board approved the following changes to the director compensation program to better align it with market practices:

The following table shows the compensation paid to each of our non-management directors in 2021.2023. Mr. Mattke, our CEO, was also a director in 20212023 but received no compensation for service as a director.

As a matter of good governance and as required by Section 14A of the Securities Exchange Act, we are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers (NEOs) as disclosed in this Proxy Statement.

While this vote is advisory and is not binding, the Board and the MDNG Committee will review and consider the voting results when making future decisions regarding compensation of our NEOs. See “Investor“Shareholder Outreach and Consideration of Last Year’s ‘Say on Pay’ Vote” in the Executive Summary to our CD&A.

As we began 2023, the beginningvolume of the year, we performed very wellmortgage originations was predicted to be 22% lower than in 2022, and 59% lower as compared to 2021.

We value the views of our shareholders andshareholders. In addition to our ongoing meetings with investors throughout the year, we also seek to engage with them to solicit their feedback and to provide information about our strategies, ESGcorporate governance and sustainability matters and executive compensation. WeAs part of this effort, we generally invite shareholders who collectively own approximately 70% of our stock to meet with us. In early 2022, we also invited our largest shareholders to meet with our Lead Independent Director. We met with shareholders owning 22%10% and 10%14% of our stock in 20212022 and early 2022,2023, respectively. At the suggestion of our shareholders and their advisers, in the past we have made improvements to our executive and director compensation programs (such as the granting of only performance-based long-term equity awards to our NEOs, extending the vesting period for NEO long-term equity awards to three-year cliff vesting and increasing the stock ownership guidelines for both NEOs and directors) and have enhanced our ESG reporting. Our ESG report is published on our website.

We have many compensation-related governance policies and best practices that we believe align our executive compensation with shareholder interests, including those highlighted below. For more information about certain of these practices, see "Other Aspects of our Executive Compensation Programs," below.

In setting compensation, the MDNG Committee focuses on target TDC, which consists of base salary, target bonus (or non-equity incentive compensation) and target equity awards (valued at their grant date fair value reported in the SCT)Summary Compensation Table). The objectives of our executive compensation program are to:

The MDNG Committee, which consists solely of directors who meet the heightened independence criteria that apply to compensation committee members under SEC and NYSE rules, is responsible for overseeing the development and administration of our executive compensation program. The MDNG Committee approves the compensation of our CEO and our other senior executives, and performs other tasks including:  

The MDNG Committee also performs other duties and supports the Board’s role in overseeing the risks facing the Company, as described in more detail above under “Board Meetings and Committees.”

The MDNG Committee is supported in its work by our CEO, our Chief Human Resources Officer, our General Counsel and the MDNG Committee’s Compensation Consultant, as described below. Our Chairman of the Board, who retired as our CEO in 2015 but now is not a member of our management, regularly participates in meetings of the MDNG Committee.

The MDNG Committee has retained Frederic W. Cook & Co., (the Compensation Consultant) a nationally recognized executive compensation consulting firm to, among other things, help it evaluate and oversee our executive compensation program and review the compensation of our directors. The MDNG Committee has assessed the independence of the Compensation Consultant pursuant to SEC and NYSE rules and concluded that its work for the MDNG Committee does not raise any conflict of interest.

Our Chief Human Resources Officer coordinates the Compensation Consultant's assignments and, in providing its services to the MDNG Committee, the Compensation Consultant regularly interacts with our senior management. However, the Compensation Consultant reports directly to the MDNG Committee; the MDNG Committee retains authority to approve the compensation of the Compensation Consultant, determine the nature and scope of its services and evaluate its performance. The Compensation Consultant provides no services to the Company other than consulting services to the MDNG Committee regarding executive compensation and non-executive director compensation. The MDNG Committee may replace the Compensation Consultant or hire additional consultants at any time. A representative of the Compensation Consultant attends meetings of the MDNG Committee, as requested.

In connection with our executive compensation program, the Compensation Consultant provides various services to the MDNG Committee, including advising the MDNG Committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our program, including its relationship to performance.

The Compensation Consultant's work for the MDNG Committee during 20212023 and early 20222024 included:

While the MDNG Committee is ultimately responsible for making all compensation decisions affecting our NEOs, our CEO participates in the process because the MDNG Committee views his input as necessary given his close day-to-day association with the other NEOs and his knowledge of our operations. Among other things, our CEO makes recommendations on the components of compensation for the NEOs, other than himself. Our CEO does not participate in the portions of Committee meetings regarding the review of his own performance or the determination of the amounts of his compensation or when the MDNG Committee members meet in executive session.

To provide the MDNG Committee with a framework for evaluating compensation levels for our NEOs against market practices, the Compensation Consultant periodically prepares reports analyzing compensation data for our Benchmarking Peers. In addition, each year we provide the Committee with information regarding market trends and expected executive base salary changes for the coming year. The compensation surveys that we reviewed and summarized for the Committee, in connection with assessing the base salary budget for 2021, were published by AON Hewitt, Mercer Consulting and Willis Towers Watson.

Our general philosophy is to target base salary range midpoints for our NEOs near the median levels of their Benchmarking Peer Group counterparts. In considering any change to our CEO’s compensation, including base salary, the MDNG Committee takes into accountconsiders market competitiveness, tenure in position and its evaluation of his performance. Subjects covered by the evaluation of his performance include financial results, leadership, strategic planning, succession planning, community and industry involvement, and communications and relations with the Board. Base salary changes for our other NEOs are recommended to the MDNG Committee by the CEO based on his evaluation of each NEO’s performance, base salary levels of Benchmarking Peer Group counterparts, responsibilities of each NEO, and considerations of internal equity. The MDNG Committee approves changes in salaries for NEOs after taking into accountconsidering the CEO’s recommendations and the MDNG Committee's independent judgment regarding the NEOs gained through the MDNG Committee’s benchmarking and general contact with them, including contact through Board meetings.

TheFor 2023, the MDNG Committee reviewed the most recently available salary data from our benchmarking analysis ofpeers in order to determine the Committee's Compensation Consultant indicated that the base salaries of mostappropriateness of our NEOs were significantly belowNEO base salaries. Based on this review, the medianMDNG Committee approved merit salary increases averaging 4% for Messrs. Mattke, Colson, Miosi and Thompson, and Ms. Maggio to ensure that base levels of theircontinued to remain competitive with the NEOs' respective Benchmarking Peer Group counterparts, which may have reflectedcounterparts. Due to his anticipated retirement, Mr. Hughes' salary was not increased in 2023.