Form 8-K - Current report

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 30, 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
Symbol(s)

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 8.01.

Other Events.

On July 30, 2024, Radian Group Inc. (the “Company”) issued a redemption notice (the “Redemption Notice”) pursuant to Section 8.03 of the Fifth Supplemental Indenture, dated as of September 26, 2017 (the “Supplemental Indenture”), which supplements the Senior Indenture, dated as of March 4, 2013 (the “Base Indenture,” and the Base Indenture as supplemented by the Supplemental Indenture, the “Senior Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee, announcing the early redemption of all of its outstanding 4.500% Senior Notes due 2024 (the “Notes”) on September 27, 2024 (the “Redemption Date”), prior to the October 1, 2024 scheduled maturity date of the Notes. The principal amount of the Notes outstanding is $450 million. The redemption price will be 100% of the principal amount of the Notes and will be payable together with accrued and unpaid interest on the Notes up to, but excluding, the Redemption Date.

A copy of the Redemption Notice is furnished as Exhibit 99.1 hereto.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description

4.1		Senior Indenture dated as of March 4, 2013, between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated February 27, 2013 and filed on March 4, 2013)

4.2		Fifth Supplemental Indenture dated as of September 26, 2017, between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (file no. 1-11356) dated September 26, 2017 and filed on September 26, 2017)

99.1*		Redemption Notice dated July 30, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Furnished herewith

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 30, 2024	By:	/s/ Sumita Pandit
		Sumita Pandit
		Chief Financial Officer

Exhibit 99.1

NOTICE OF REDEMPTION

RADIAN GROUP INC.

4.500% Senior Notes due 2024

CUSIP No. 750236AU5

NOTICE IS HEREBY GIVEN, pursuant to Article VIII of the Fifth Supplemental Indenture dated as of September 26, 2017 (the “Supplemental Indenture”), which supplements the Senior Indenture dated as of March 4, 2013 (the “Base Indenture,” and the Base Indenture as supplemented by the Supplemental Indenture, the “Indenture”) between Radian Group Inc. (the “Company”) and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association (the “Trustee”), relating to the Company’s 4.500% Senior Notes due 2024 (CUSIP Number 750236AU5) (the “Notes”), that the Company will redeem all of the outstanding Notes on September 27, 2024 (the “Redemption Date”). All capitalized terms in this Notice of Redemption not otherwise defined in this Notice of Redemption have the meanings assigned to them in the Indenture.

The principal amount of the Notes outstanding is $450,000,000. The Redemption Price for the Notes will be 100% of the principal amount of the Notes. The Redemption Price is payable together with accrued and unpaid interest on the Notes.

On the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and interest thereon, if any, will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Price, the only remaining right of the Holder will be to receive payment of the Redemption Price upon presentation and surrender of the notes to the Trustee in its capacity as Paying Agent. Payment of the Redemption Price to the Holders will be made upon presentation and surrender of the Notes to the Trustee by first-class mail, certified or registered mail or courier at:

U.S. Bank Trust Company, National Association

111 Fillmore Avenue East

St. Paul MN 55107

Attention: Corporate Trust Services


Radian Group Inc.

By:		U.S. Bank Trust Company, National Association, as Trustee and Paying Agent

Dated: As of July 30, 2024

The CUSIP number has been assigned to this issue by organizations not affiliated with the Company or the Trustee and is included solely for the convenience of the noteholders. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to the correctness or accuracy of the same on the notes or as indicated in this Notice of Redemption.

Document and Entity Information	Jul. 30, 2024
Cover [Abstract]
Entity Registrant Name	RADIAN GROUP INC
Amendment Flag	false
Entity Central Index Key	0000890926
Document Type	8-K
Document Period End Date	Jul. 30, 2024
Entity Incorporation State Country Code	DE
Entity File Number	1-11356
Entity Tax Identification Number	23-2691170
Entity Address, Address Line One	550 East Swedesford Road
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	Wayne
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19087
City Area Code	(215)
Local Phone Number	231-1000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.001 par value per share
Trading Symbol	RDN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false