UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 8, 2024
Radian Group Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-11356 | 23-2691170 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
550 East Swedesford Road, Suite 350
Wayne, Pennsylvania, 19087
(Address of Principal Executive Offices, and Zip Code)
(215) 231-1000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value per share | RDN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 8, 2024, Brien J. McMahon, Senior Executive Vice President and Chief Franchise Officer of Radian Group Inc. (the “Company”) was notified that his position was being eliminated and that his employment would be involuntarily terminated without cause, effective September 13, 2024 (“Termination Date”). Mr. McMahon is expected to remain in his position with the Company through his Termination Date to support the orderly transition of his responsibilities.
Mr. McMahon will be entitled to receive the compensation and other benefits applicable to a qualifying termination under his previously disclosed Executive Severance Agreement, as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 5, 2024. Pursuant to the previously disclosed Executive Severance Agreement, in order to receive the severance and other benefits, Mr. McMahon must execute a release of claims against the Company upon termination of his employment. Under Mr. McMahon’s previously disclosed Executive Severance Agreement, he has agreed not to compete with the Company and not to solicit the Company’s employees or customers for twelve months following his Termination Date.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RADIAN GROUP INC. | ||||||
| (Registrant) | ||||||
| Date: July 12, 2024 | ||||||
| By: | /s/ Edward J. Hoffman | |||||
| Edward J. Hoffman | ||||||
| Senior Executive Vice President, General Counsel and Corporate Secretary | ||||||