Current Report · Items 2.01, 7.01, 8.01, 9.01 · 8-K
Radian Group Inc.
RDNNYSEEQUITYCurrent
Completion of Acquisition or Disposition of Assets · Regulation FD Disclosure · Other Events
Item 2.01. Completion of Acquisition or Disposition of Assets. On February 2, 2026, Radian Group Inc., a Delaware corporation (the “Company”), and Radian US Holdings Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Radian US”), completed the previously announced acquisition of all of the shares (the “Shares”) of Inigo Limited, a limited liability company incorporated in En…
Filed Feb 3, 2026Accepted Feb 3, 2026, 4:30 PM ESTCIK 890926Accession 0001193125-26-035665
Company context
Radian Group Inc. (NYSE: RDN) is a trusted, global multi-line specialty insurer that helps businesses navigate risk with confidence. Built on financial strength and disciplined risk management, Radian brings clarity to complex risk decisions through its proprietary view of risk and a global perspective. Visit radian.com to learn how our collaborative and customer-centric culture transforms risk into a world of opportunity.
Current securities
Disclosure sections
Items 2.01, 7.01, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 2, 2026, Radian Group Inc., a Delaware corporation (the “Company”), and Radian US Holdings Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Radian US”), completed the previously announced acquisition of all of the shares (the “Shares”) of Inigo Limited, a limited liability company incorporated in England and Wales (“Inigo” and, together with its subsidiaries, “Inigo Group”) by Radian US from the Sellers (as defined below) pursuant to that certain share purchase deed (the “Share Purchase Deed”), dated as of September 18, 2025, by and among the Company, Radian US, the A Share Sellers (as defined therein), the B Share Management Sellers (as defined therein) and Zedra Trust Company (Guernsey) Limited, a company incorporated in Guernsey, acting in its capacity as trustee of the employee benefit trust and nominee for each B Share Management Seller (together with the B Share Management Sellers and the A Share Sellers, the “Sellers”). At the closing of the sale and purchase of the Shares in accordance with the Share Purchase Deed (the “Closing”), Radian US acquired the Shares for aggregate consideration net of certain adjustments of $1.67 billion (the “Purchase Price”), which remains subject to potential post-Closing adjustments, based on the tangible net asset value as calculated under the Share Purchase Deed in respect of the Inigo Group as of December 31, 2025 (the “Measurement Date”, and such amount being the “Closing TNAV”). Because the Closing TNAV was estimated in the aggregate to be greater than $1.183 billion as of the Measurement Date, as contemplated in the Share Purchase Deed, Inigo declared and paid a cash dividend to the A Share Sellers payable out of Inigo’s cash assets in an amount equal to the difference between $1.183 billion and the Closing TNAV.
To align interests with the Company going forward, at the Closing, certain of the B Share Management Sellers were issued shares of the Company’s common stock, par value $0.001 per share (the “Common Stock Consideration”), in lieu of cash as part of the consideration they received (between 15% and 25% of their total gross consideration at the Closing). In addition to the Purchase Price, following the Closing, the Company granted one-time employee cash retention awards with an aggregate value of $25 million (the “Cash Awards”) to the B Share Management Sellers. The Cash Awards will vest on the second anniversary of the grant date, generally subject to continued employment.
As previously announced, pursuant to the terms of the Share Purchase Deed, on September 18, 2025, Radian US also entered into a Warranty Deed (the “Warranty Deed”) with the Management Warrantors (as defined therein) relating to the transactions contemplated by the Share Purchase Deed and the other transaction documents (collectively, the “Transactions”).
The foregoing does not constitute a complete summary of the terms of the Share Purchase Deed, the Warranty Deed or the Transactions, and is qualified in its entirety by reference to the complete text of the Share Purchase Deed and the Warranty Deed, which were filed as Exhibit 2.1 and Exhibit 2.2, respectively, to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 18, 2025 and is incorporated into this Current Report on Form 8-K by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On February 2, 2026, the Company issued a press release announcing the closing of the Transactions. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
In connection with the Closing, the Company adopted the amended Radian Group Inc. Short-Term Incentive Plan for Employees. The amendments incorporate U.K.-specific provisions to accommodate Inigo employees’ participation in the plan and that clarify how incentive targets and pools will be determined, as well as other clarifying changes.
Also in connection with the Closing, the Company adopted the Radian Group Inc. 2021 Equity Compensation Plan Sub-Plan for U.K. Employees to include relevant U.K. tax and employment provisions in anticipation of Inigo employees’ participation in the Company’s equity compensation plan.
Filed exhibits (1)
EX-99.1 (by filename) d47949dex991.htmEX-99.1
4
d47949dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
press release
February 2, 2026
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Radian Completes Acquisition of Inigo, Becoming a Global Multi-Line Specialty Insurer
WAYNE, Pa., February 2, 2026 - Radian Group Inc. (NYSE: RDN) today announced that it has completed its strategic acquisition of Inigo
Limited (“Inigo”), a specialty insurance group underwriting through Lloyd’s of London. With this acquisition, Radian is expanding from a leading U.S. private mortgage insurer into a global, diversified multi-line specialty insurer,
significantly increasing the company’s product expertise and capabilities, and optimizing the deployment of its excess capital.
“Today marks an
important milestone for Radian as we expand from our established position as a leading U.S. private mortgage insurer into a global multi-line specialty insurer,” said Rick Thornberry, Chief Executive Officer of Radian. “This acquisition
advances our strategic focus to grow and diversify our business, while staying true to our core strengths in underwriting, risk management, and capital allocation. I am excited to welcome Inigo to Radian and look forward to collaborating with …
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